Form 8-K - Current report

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 5, 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 City of Canton, Ohio

On June 5, 2024, the Hall of Fame Resort & Entertainment Company (the “Company” or “Borrower”), a Delaware corporation, entered into a First Amendment to Business Loan Agreement (“First Amendment”) and a Promissory Note Modification Agreement (“Note Modification”) with the City of Canton, Ohio (“Lender”).

Pursuant to the First Amendment, which modifies the original instrument dated September 15, 2022, the parties agreed: (i) to modify the original maturity date from June 30, 2029 to July 1, 2046; and (ii) pursuant to the Note Modification, Borrower shall repay as follows (a) no interest shall accrue for two years, from May 28, 2024 through June 30, 2026, (b) commencing on July 1, 2026, the outstanding principal balance will bear interest at the reduced rate of five percent (5%) per annum, compounded quarterly, and (c) commencing on October 1, 2026 and continuing quarterly thereafter on the first day of January, April, July and October of each year thereafter, Borrower shall pay quarterly principal and interest payments until the maturity date when all other amounts due and owing to Lender will be due.

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

Amendment to $3,500,000 Secured Loan from City of Canton, Ohio

On June 5, 2024, the HOF Village Hotel II, LLC (the “HOFV Hotel II”), a Delaware limited liability company wholly-owned indirectly by the Company, entered into a First Amendment to Loan Agreement (“Hotel First Amendment”) and a Promissory Note Modification Agreement (“Hotel Note Modification”) with Lender with the consent of the senior lender.

Pursuant to the Hotel First Amendment, which modifies the original instrument dated December 30, 2019, the parties agreed: (i) to modify the original maturity date from July 1, 2027 to July 1, 2046; and (ii) pursuant to the Hotel Note Modification, HOFV Hotel II shall repay as follows (a) no interest shall accrue for two years, from May 28, 2024 through June 30, 2026, (b) commencing on July 1, 2026, the outstanding principal balance will bear interest at the increased rate of five percent (5%) per annum, and (c) commencing on October 1, 2026 and continuing quarterly thereafter on the first day of January, April, July and October of each year thereafter, HOFV Hotel II shall pay quarterly principal and interest payments until the maturity date when all other amounts due and owing to Lender will be due.

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

$1,500,000 Unsecured Loan from Stark Community Foundation, Inc.

On June 11, 2024, the Company entered into a Business Loan Agreement (“SCF Loan”) and Promissory Note (“SCF Note”) with the Stark Community Foundation, Inc., an Ohio not-for-profit corporation (“SCF Lender”).

Pursuant to the SCF Loan, SCF Lender provided a term loan to the Company in the principal amount of One Million Five Hundred Thousand Dollars ($1,500,000.00). The maturity date of the SCF Loan is June 30, 2025. The interest rate is six percent (6%) per annum and upon an Event of Default, the interest rate shall equal the interest rate in effect pursuant to the provisions of the SCF Note, plus five percent (5%) per annum. With respect to repayment, the entire outstanding principal balance, all accrued interest and all other amounts that may be due and owing to SCF Lender shall be due upon maturity. In connection with entering the SCF Loan and SCF Note, the Company agreed to pay customary fees and expenses.

The foregoing description of the SCF Loan and SCF Note does not purport to be complete and is qualified in its entirety by the full text of the SCF Loan which is attached hereto as Exhibit 10.5 and the SCF Note which is attached hereto as Exhibit 10.6 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 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Document
10.1		First Amendment to Business Loan Agreement, dated June 5, 2024, between Hall of Fame Resort & Entertainment Company, as borrower, and City of Canton, as lender
10.2		Promissory Note Modification Agreement, dated June 5, 2024, between Hall of Fame Resort & Entertainment Company, as borrower, and City of Canton, as lender
10.3		First Amendment to Loan Agreement, dated June 5, 2024, between HOF Village Hotel II, LLC, as borrower, and City of Canton, as lender
10.4		Promissory Note Modification Agreement, dated June 5, 2024, between HOF Village Hotel II, LLC, as borrower, and City of Canton, as lender
10.5		Business Loan Agreement, dated June 11, 2024, between Hall of Fame Resort & Entertainment Company, as borrower, and Stark Community Foundation, Inc., as lender
10.6		Promissory Note, dated June 11, 2024, between Hall of Fame Resort & Entertainment Company, as borrower, and Stark Community Foundation, Inc., as lender
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: June 11, 2024

Exhibit 10.1

FIRST AMENDMENT TO BUSINESS LOAN AGREEMENT

This First Amendment to Business Loan Agreement (“Amendment”), is made this 5th day of June, 2024, by and between the CITY OF CANTON, OHIO, a municipality duly organized and validly existing under the Ohio Constitution and other applicable Ohio laws, whose address is 218 Cleveland Avenue SW, Canton, OH 44702 (hereinafter the “Lender”, which term shall include any holder hereof) and HALL OF FAME RESORT & ENTERTAINMENT COMPANY, Delaware corporation whose address is 2014 Champions Gateway, Canton, OH 44708 (“Borrower”).

RECITALS:

WHEREAS, on September 15, 2022, Borrower executed and delivered to the Lender a Business Loan Agreement (the “Loan Agreement”) related to a Term Loan Note executed that same date in the original principal amount of Five Million Dollars ($5,000,000.00) (the “Term Loan Note”), evidencing a term loan in said amount (the “Term Loan”); and

WHEREAS, for purposes of this Amendment, the Term Loan Note, as amended by a Promissory Note Modification Agreement of even date herewith, and the Loan Agreement, as amended hereby, and as the foregoing may hereafter be amended, shall hereinafter collectively be included within the definition of Loan Documents, as set forth in the Loan Agreement, as amended hereby, and

WHEREAS, the full amount of the Term Loan has been Advanced to Borrower under the terms thereof; and

WHEREAS, since the date of the Term Loan Note and pursuant to the terms thereof, Borrower has only made interest payments thereunder; therefore, the outstanding principal remaining under the Term Loan Note is Five Million Dollars ($5,000,000.00); and

WHEREAS, the Lender and the Borrower desire to amend the Term Loan to extend the term and the Maturity Date, to provide for a two-year, interest-free period, to reduce the interest rate to be applied to the unpaid principal balance of the Term Loan, to change the schedule for payment of principal and interest thereunder, and to make further changes to the terms of the Term Loan.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein and for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower hereby agree as follows:

1. INCORPORATION OF RECITALS. The above Recitals are true and accurate and are hereby incorporated into this Amendment.

2. DEFINED TERMS. As used herein any capitalized terms that are not defined in this Amendment shall have the meaning set forth therefore in the applicable Loan Document.

3. CHANGE TO THE TERM OF THE TERM LOAN. The Loan Agreement is hereby amended by deleting Section 3 thereof in its entirety and by replacing it with the following new Section 3:

3. TERM OF TERM LOAN. In the absence of an Event of Default, the Term Loan shall mature and shall be due and payable in the manner and on the dates set forth in the Term Loan Note, as the same has been or may hereafter be amended from time to time, but in no event later than July 1, 2046.

4. INTEREST. The Loan Agreement is hereby further amended by deleting Section 5 thereof in its entirety and by replacing it with the following new Section 5:

5. INTEREST. Interest shall accrue upon the unpaid principal balance under the Term Loan and shall be paid by Borrower as set forth in the Term Loan Note as the same has been or may hereafter be amended from time to time. Upon the occurrence of an Event of Default, interest shall accrue on the outstanding principal balance at the Default Rate set forth in the Term Loan Note, as the same has been and may hereafter be amended or modified from time to time.

5. REPAYMENT OBLIGATIONS. The Loan Agreement is hereby further amended by deleting Section 6 thereof in its entirety and by replacing it with the following new Section 6:

6. REPAYMENT OBLIGATIONS. Borrower shall promptly and timely pay all principal and interest due and owing under the Term Loan Note at the times and in the manner set forth in the Term Loan Note, as the same has been or may hereafter be amended from time to time, with all such sums due and owing thereunder and/or due and owing under any of the Loan Documents being paid in full no later than the Maturity Date, as defined in the Term Loan Note.

6. Borrower hereby represents that as of the date of the execution of this Amendment, all of the Representations and Warranties set forth in Section 10 of the Loan Agreement and otherwise therein, except for the principal office address listed in Section 10(B) thereof, continue to be correct, accurate, valid and enforceable according to their terms, and Borrower is not currently in breach of the terms thereof. Section 10(B) of the Loan Agreement is hereby amended to reflect that Borrower’s principal office is now located at 2014 Champions Gateway, Canton, OH 44708. With the modification to Section 10(B) as set forth above, all such Representations and Warranties shall be continuing warranties as set forth in the Loan Agreement.

7. EVENT OF DEFAULT. Section 14 of the Loan Agreement is hereby amended to add the following provisions as subsections (J) and (K) thereto.

(J)

Change of Control. There being a change in control, as defined herein, of Borrower or any of its direct or indirect parent companies or Affiliates, including but not limited to Borrower or its parent company becoming a privately held entity, which leads the Lender to reasonably believe that the prospect of Borrower’s payment of sums due and owing hereunder and/or otherwise complying with the terms of the Loan Documents will be materially impaired; and

(K)

Borrower’s prepayment of all, or any portion, of the principal balance owed thereby on or under any loan or indebtedness currently owed by Borrower to the Stark Community Foundation (the “Foundation”) and/or Stark County Port Authority (the “Port Authority”) other than such principal payments that are periodically due and payable under the terms of Borrower’s debt instruments with the Foundation and/or the Port Authority, as such debt instruments were modified by Borrower and the Foundation and/or the Port Authority to extend the term and maturity date, unless Borrower simultaneously prepays the same proportionate percentage of the amount of the principal balance due and owing under the Term Loan Note to Lender.

8. NOTICES. Section 22 of the Business Loan Agreement is hereby amended to update the notice address of the Borrower:

	To Borrower:	Hall of Fame Resort & Entertainment Company
		2014 Champions Gateway
		Canton, OH 44708
		Attn: President and Chief Executive Officer

	W/ a copy to:	Hall of Fame Resort & Entertainment Company
		2014 Champions Gateway
		Canton, OH 44708
		Attn: General Counsel

9. RATIFICATION OF LOAN DOCUMENTS. Except as amended by this Amendment the Term Loan Note and the other Loan Documents, as the same may be amended by separate instrument on this same date, are in all respects ratified and confirmed by the parties hereto, including but not limited to the Warrants of Attorney authorizing any attorney-at-law to appear in any court to confess the judgment against Borrower, and are in all instances valid and enforceable. Borrower hereby further represents and warrants that Borrower is not as of the date of the execution of this Amendment in breach of any of the terms of the Loan Documents and/or of any of Borrower’s obligations thereunder.

10. Borrower hereby affirmatively represents to Lender that as of the date of this Amendment:

(A) Borrower is in compliance with all affirmative covenants set forth in the Loan Documents; and

(B) Borrower has not violated any of the negative covenants set forth in the Loan Documents.

11. NO OFFSET OR COUNTERCLAIM. Borrower hereby represents and warrants to Lender that it has no claim or offset against, or defense, or counterclaim to, any obligation or liability owed by Borrower to Lender under the Term Loan Note, the Loan Agreement, and/or under any Loan Documents, and that Borrower hereby waives and releases Lender and all of its affiliates, officers, directors, agents, attorneys, employees, subsidiaries and representatives from any and all claims, offsets, defenses, and counterclaims of which such Borrower is aware or unaware, such waiver and release being in effect on the date hereof, Borrower having consulted legal counsel with respect thereto.

12. NO WAIVER BY THE LENDER. Except for the agreements set forth herein, this Amendment shall not be deemed to be a waiver of any of the Lender’s rights and/or remedies under the Loan Documents, unless such waiver is given, in writing and signed, by the Lender. The Lender is not hereunder waiving any of its rights or remedies relating to or arising out of any past, present or future Events of Default under any of the Loan Documents.

13. NECESSARY CONSENTS. Borrower hereby represents and warrants that it has obtained all necessary consents from any and all senior and other lenders, including but not limited to any entity that Lender hereunder may have entered into a Subordination Agreement with, consenting to the amendment to the Term Loan and the terms set forth herein, and waiving any claim that Borrower and/or the Lender have violated any agreement, document or instruments between Borrower and/or the Lender and such entity.

14. FURTHER ASSURANCES. Borrower agrees to execute and deliver such other instruments, documents or agreements and to take such actions as may from time to time, reasonably be required in order to effectuate the purpose and satisfy Borrower’s obligations under the terms of this Amendment.

15. SUCCESSORS AND ASSIGNS. This Amendment shall be applicable and inure to the benefit of the successors and assigns of the parties hereto.

16. WARRANT OF ATTORNEY. As set forth in Section 25 of the Loan Agreement, and consistent with the terms of the Term Loan Note, Borrower hereby irrevocably authorizes and empowers any attorney-at-law, including an attorney hired by Lender, to appear in any court of record, after the obligations become due, and to confess judgment against Borrower for the unpaid amount due and owing on the Term Loan 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 Amendment and the Term Loan 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 Amendment and/or under the Term Loan 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 Amendment and/or under the Term Loan 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.

17. AMENDMENT TO THIS DOCUMENT. This Amendment may only be modified by written agreement executed by both parties hereto and shall not be deemed to have been amended by course of dealing or conduct of the parties.

18. CONTINUING VALIDITY. Except as modified by this Amendment, all remaining terms of the Loan Agreement, and the Loan Agreement, as modified hereby, shall continue to be valid and enforceable and Borrower hereby confirms and ratifies the continuing validity thereof.

BORROWER ACKNOWLEDGES HAVING READ All THE PROVISIONS OF THIS AMENDMENT AND BORROWER AGREES TO ITS TERMS. THIS AMENDMENT IS ENTERED INTO AND EXECUTED IN STARK COUNTY, OHIO AND DATED AS OF JUNE 5, 2024.

SIGNATURES ON THE NEXT PAGE

IN WITNESS WHEREOF, the Lender and the Borrower have executed this Amendment on this 5th day of June, 2024.

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 ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

	BORROWER:

	HALL OF FAME RESORT & ENTERTAINMENT COMPANY

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

	LENDER:

	CITY OF CANTON, OHIO

	By:	/s/ William V. Sherer II
		William V. Sherer II
	Its:	Mayor, Canton OH

Approval as to form:

/s/ Jason P. Reese
Jason P. Reese
Law Director City of Canton, Ohio
June 5, 2024

Exhibit 10.2

PROMISSORY NOTE MODIFICATION AGREEMENT

This Promissory Note Modification Agreement (“Agreement”), is made this 5th day of June, 2024, by and between the CITY OF CANTON, OHIO, a municipality duly organized and validly existing under the Ohio Constitution and other applicable Ohio laws, whose address is 218 Cleveland Avenue SW, Canton, OH 44702 (hereinafter the “Lender”, which term shall include any holder hereof) and HALL OF FAME RESORT & ENTERTAINMENT COMPANY, Delaware corporation whose address is 2014 Champions Gateway, Canton, OH 44708 (“Borrower”).

RECITALS:

WHEREAS, on September 15, 2022, Borrower executed and delivered to the Lender its certain Term Loan Note in the original principal amount of Five Million Dollars ($5,000,000.00) (the “Term Loan Note”), evidencing a term loan in said amount (the “Term Loan”); and

WHEREAS, on September 15, 2022, Borrower executed and delivered to the Lender a Business Loan Agreement (the “Loan Agreement”), setting forth additional covenants and warranties of Borrower in regard to the Term Loan and/or Indebtedness of Borrower to the Lender as that term is defined therein; and

WHEREAS, for purposes of this Agreement the Term Loan Note, as amended hereby and the Loan Agreement, as amended by the First Amendment to Business Loan Agreement of even date herewith, as the foregoing may have been or may hereafter be amended, shall hereinafter collectively be included within the definition of Loan Documents as set forth in the Loan Agreement, and

WHEREAS, the Lender and the Borrower desire to amend the Term Loan Note to extend the term and the Maturity Date, to provide for a two-year, interest-free period, to reduce the interest rate to be applied to the unpaid principal balance of the Term Loan Note, to change the schedule for payment of principal and interest thereunder, and to make further changes to the terms of the Term Loan Note.

1. INCORPORATION OF RECITALS. The above Recitals are true and accurate and are hereby incorporated into this Agreement.

2. DEFINED TERMS. As used herein any capitalized terms that are not defined in this Agreement shall have the meaning set forth therefore in the applicable Loan Document.

3. CHANGES TO THE INTEREST RATE, PAYMENT TERMS, AND MATURITY DATE.

The Term Loan Note is hereby amended by deleting Section 1 thereof in its entirety and by replacing it with the following new Section 1, which shall be enforceable and applicable from and after the date of the execution of this Agreement:

Principal and Interest. Principal and interest shall be due and payable as follows:

(a)

Provided Borrower is not in default under this Term Loan Note or under any of the Loan Documents, for the period of time from May 28, 2024 until June 30, 2026 (the “Interest Free Period”), no interest shall accrue on the unpaid principal balance due and owing under this Term Loan Note, nor shall any principal payments be due hereunder.

(b)

Commencing on, and including July 1, 2026, the outstanding principal balance of this Term Loan Note will bear interest based upon a year of 360 days with interest being charged for each day the principal amount is outstanding including the date of actual payment. The interest rate shall be a rate equal to five percent (5%) per annum, compounded quarterly.

(c)

Commencing on October 1, 2026 and continuing quarterly thereafter on the first day of January, the first day of April, the first day of July, and the first day of October each year thereafter, Borrower shall pay the Lender quarterly principal and interest payments in the amount of Ninety-Nine Thousand Eight Hundred Fifty and 53/100 U.S. Dollars ($99,850.53) until July 1, 2046, at which time the entire remaining balance of all principal, accrued and unpaid interest, and all other amounts then owing to the Lender pursuant to this Term Loan Note, the Loan Agreement, and/or any other Loan Document, as amended, shall be due and payable in full. The “Maturity Date” shall be July 1, 2046 or such earlier date as the amounts due hereunder may become due and payable in accordance with the terms hereof (whether by acceleration or otherwise).

(d)

Notwithstanding Section 1(a) above, upon the occurrence of an Event of Default hereunder, interest at the Default Rate shall accrue or shall be deemed to have accrued on the unpaid principal balance due and owing under this Term Loan Note during the Interest Free Period and during the period in which an Event of Default is ongoing.

4. DEFAULT INTEREST RATE. Section 4 of the Term Loan Note is hereby amended to delete the reference to “Section 1(a)” therein and replace it with a reference to “Section 1(b)”.

5. EVENT OF DEFAULT. Section 8 of the Term Loan Note is hereby amended to add the following provisions as subsections (l) and (m) thereto.

(l)

a change in control, as defined in the Loan Agreement, of Borrower or any of its direct or indirect parent companies or Affiliates, including but not limited to Borrower or its parent company becoming a privately held entity, which leads the Lender to reasonably believe that the prospect of Borrower’s payment of sums due and owing hereunder and/or otherwise complying with the terms of the Loan Documents will be materially impaired; and

(m)

6. LENDER’S REMEDIES. Section 9 of the Term Loan Note is hereby amended by deleting the introductory sentence to Section 9(a) thereof and replacing it with the following:

(a) Upon the occurrence of an Event of Default, (i) interest at the Default Rate shall accrue or shall be deemed to have accrued on the unpaid principal balance owed under this Term Loan Note during the Interest Free Period and during the period in which an Event of Default is ongoing, (ii) the Lender shall be released from any and all obligations to Borrower under the terms of this Term Loan Note, the Loan Agreement and/or under any other Loan Document, and (iii) subject to applicable notice and cure periods contained herein and/or in the Loan Agreement, the Lender shall have the right and option to do any or all of the following:

7. RATIFICATION OF LOAN DOCUMENTS.

(a) Except as amended by this Agreement, the Term Loan Note and the other Loan Documents, as the same may be amended by separate instrument on this same date, are in all respects ratified and confirmed by the parties hereto, including but not limited to the Warrants of Attorney authorizing any attorney-at-law to appear in any court to confess the judgment against Borrower, and are in all instances valid and enforceable.

(b) Borrower represents and warrants that Borrower is not as of the date of the execution of this Agreement in breach of any of the terms of the Loan Documents and/or of any of Borrower’s obligations thereunder.

(c) Borrower represents and warrants to the Lender that it has no claim or offset against, or defense, or counterclaim to, any obligation or liability owed by Borrower to the Lender under this Term Loan Note, the Loan Agreement, and/or under any Loan Documents, and that Borrower hereby waives and releases the Lender and all of its affiliates, officers, directors, agents, attorneys, employees, subsidiaries and representatives from any and all claims, offsets, defenses, and counterclaims of which such Borrower is aware or unaware, such waiver and release being in effect on the date hereof, Borrower having consulted legal counsel with respect thereto.

8. NO WAIVER BY THE LENDER. Except for the agreements set forth herein, this Agreement shall not be deemed to be a waiver of any of the Lender’s rights and/or remedies under the Loan Documents, unless such waiver is given, in writing and signed, by the Lender. The Lender is not hereunder waiving any of its rights or remedies relating to or arising out of any past, present or future Events of Default under any of the Loan Documents.

9. NECESSARY CONSENTS. Borrower hereby represents and warrants that it has obtained all necessary consents from any and all senior and other lenders, including but not limited to any lender that the Lender hereunder may have entered into a Subordination Agreement with, consenting to the the amendment to the Term Loan Note and the terms set forth herein, and waiving any claim that Borrower and/or the Lender have violated any agreement, document or instruments between Borrower and/or the Lender and such lender.

10. FURTHER ASSURANCES. Borrower agrees to execute and deliver such other instruments, documents or agreements and to take such actions as may from time to time, reasonably be required in order to effectuate the purpose and satisfy Borrower’s obligations under the terms of this Agreement.

11. SUCCESSORS AND ASSIGNS. This Agreement shall be applicable and inure to the benefit of the successors and assigns of the parties hereto.

12. WARRANT OF ATTORNEY. As set forth in Section 17 of the Term Loan Note, Borrower hereby irrevocably authorizes and empowers any attorney-at law, including an attorney hired by Lender, to appear in any court of record, after the obligations become due, and to confess judgment against Borrower for the unpaid amount due and owing on this Term Loan 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 Term Loan 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 Term Loan 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 Term Loan 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.

13. AMENDMENT. This Agreement may only be modified by written agreement executed by both parties hereto and shall not be deemed to have been amended by course of dealing or conduct of the parties.

14. CONTINUING VALIDITY. Except as modified by this Agreement, all remaining terms of the Term Loan Note, and the Term Loan Note, as modified hereby shall continue to be valid and enforceable and Borrower hereby confirms and ratifies the continuing validity thereof.

SIGNATURES ON THE NEXT PAGE

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

IN WITNESS WHEREOF, the Lender and the Borrower have executed this Agreement on this 5th day of June, 2024.

	BORROWER:

	HALL OF FAME RESORT & ENTERTAINMENT
	COMPANY

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

	LENDER:

	CITY OF CANTON, OHIO

	By:	/s/ Mayor William V. Sherer, II
		William V. Sherer II
	Its:	Mayor, Canton OH

Approval as to form:

/s/ Jason P. Reese
Jason P. Reese
Law Director City of Canton, Ohio
June 5, 2024

Exhibit 10.3

FIRST AMENDMENT TO LOAN AGREEMENT

This First Amendment to Loan Agreement (“Amendment”), is made this 5th day of June, 2024, by and between the CITY OF CANTON, OHIO, a municipality duly organized and validly existing under the Ohio Constitution and other applicable Ohio laws, whose address is 218 Cleveland Avenue SW, Canton, OH 44702 (hereinafter the “Lender”, which term shall include any holder hereof) and HOF VILLAGE HOTEL II, LLC, a Delaware limited liability company whose address is c/o HOF Village Hotel II, LLC, 2014 Champions Gateway, Canton, OH 44708 (“Borrower”).

RECITALS:

WHEREAS, on December 30, 2019, Borrower executed and delivered to the Lender a Loan Agreement (the “Loan Agreement”) related to a Promissory Note executed that same date in the original principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000.00) (the “Promissory Note”), evidencing a term loan in said amount (the “Term Loan”); and

WHEREAS, on December 30, 2019, to secure the Term Loan, Borrower executed and delivered to the Lender an Open-End Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, which was recorded on January 2, 2020 as Instrument No. 202001020000103 (the “Mortgage”), which created a mortgage lien on the real property described on the Mortgage in favor of the Lender; and

WHEREAS, for purposes of this Amendment, the Promissory Note, as amended by a Promissory Note Modification Agreement of even date herewith, the Mortgage, as amended by the First Amendment to Open-End Mortgage, Assignment of Rents, Security Agreement and Fixture Filing of even date herewith, and the Loan Agreement, as amended hereby, and as all of the foregoing may hereafter be amended, shall hereinafter collectively be included within the definition of Loan Documents, as set forth in the Loan Agreement, as amended hereby, and

WHEREAS, the full amount of the Term Loan has been Advanced to Borrower under the terms thereof; and

WHEREAS, since the date of the Promissory Note, Borrower made certain quarterly payments due thereunder, such that the outstanding principal balance remaining under the Term Loan is currently Three Million Three Hundred Twelve Thousand Five Hundred Dollars ($3,312,500.00); and

WHEREAS, the Lender and the Borrower desire to amend the Term Loan to extend the term and the Maturity Date thereof, to provide for a two-year, interest-free period, to increase the interest rate to be applied to the unpaid principal balance of the Term Loan, to change the schedule for payment of principal and interest under the Promissory Note, and to make further changes to the terms of the Promissory Note and the other Loan Documents.

1. INCORPORATION OF RECITALS. The above Recitals are true and accurate and are hereby incorporated into this Amendment.

2. DEFINED TERMS. As used herein any capitalized terms that are not defined in this Amendment shall have the meaning set forth therefore in the applicable Loan Document.

3. CHANGE TO THE TERM OF THE TERM LOAN. The Loan Agreement is hereby amended by deleting Section 3 thereof in its entirety and by replacing it with the following new Section 3:

3) TERM OF TERM LOAN. In the absence of an Event of Default, the Term Loan shall mature and shall be due and payable in the manner and on the dates set forth in the Promissory Note, as the same has been or may hereafter be amended from time to time, but in no event later than July 1, 2046.

4. INTEREST. The Loan Agreement is hereby further amended by deleting Section 5 thereof in its entirety and by replacing it with the following new Section 5:

5) INTEREST. Interest shall accrue upon the unpaid principal balance under the Term Loan and shall be paid by Borrower as set forth in the Promissory Note, as the same has been or may hereafter be amended from time to time. Upon the occurrence of an Event of Default, interest shall accrue on the outstanding principal balance at the Default Rate set forth in the Promissory Note, as the same has been and may hereafter be amended or modified from time to time.

5. Borrower hereby represents that as of the date of the execution of this Amendment, all of the Representations and Warranties set forth in Section 10 of the Loan Agreement and otherwise therein, except for the principal office address listed in Section 10(B) thereof, continue to be correct, accurate, valid and enforceable according to their terms, and Borrower is not currently in breach of the terms thereof. Section 10(B) of the Loan Agreement is hereby amended to reflect that Borrower’s principal office is now located at 2014 Champions Gateway, Canton, OH 44708. With the modification to Section 10(B) as set forth above, all such Representations and Warranties shall be continuing warranties as set forth in the Loan Agreement.

6. NEGATIVE COVENANTS. Section 12(B) of the Loan Agreement is hereby amended by deleting subsection (B) in its entirety and by replacing it with the following:

(B) Change in Control. Except in connection with the Approved Merger, engage in any transaction resulting in a change in ownership or control. For purposes of this Agreement, a change in ownership and control shall mean a change in ownership of units affecting 50% or more of the outstanding units in Borrower or any subsidiary or affiliate thereof, or a change in any lesser number of units if such change effectively shifts control to another person or entity that is not a subsidiary or affiliate of Borrower.

7. EVENT OF DEFAULT. Section 14 of the Loan Agreement is hereby amended to add the following provisions as subsections (L) and (M) thereto.

(L)

Change of Control. There being a change in control, as defined herein, of Borrower or any of its direct or indirect parent companies or Affiliates, including but not limited to Hall of Fame Resort and Entertainment Company becoming a privately held entity, which leads the Lender to reasonably believe that the prospect of Borrower’s payment of sums due and owing hereunder and/or otherwise complying with the terms of the Loan Documents will be materially impaired; and

(M)

8. NOTICES. Section 22 of the Loan Agreement is hereby amended to update the notice address of the Borrower:

	To Borrower:	HOF Village Hotel II, LLC
		2014 Champions Gateway
		Canton, OH 44708
		Attn: Michael Crawford, President and CEO

9. RATIFICATION OF LOAN DOCUMENTS. Except as amended by this Amendment, the Loan Agreement and the other Loan Documents, as the same may be amended by separate instruments on this same date, are in all respects ratified and confirmed by the parties hereto, including but not limited to the Warrants of Attorney authorizing any attorney-at-law to appear in any court to confess the judgment against Borrower, and are in all instances valid and enforceable. Borrower further acknowledges and agrees that all security agreements, financing statements, documents, instruments, certificates, affidavits, including, but not limited to the Loan Documents, as the same may have been or may be amended from time to time, and all other security documents taken as collateral for the Term Loan are intended to and shall continue to secure the same as amended hereby and shall remain in full force and effect, and all references to the Loan Documents in the Loan Agreement shall refer to the same as such Loan Documents have been or may hereafter be amended. Borrower hereby further represents and warrants that Borrower is not as of the date of the execution of this Amendment in breach of any of the terms of the Loan Documents and/or of any of Borrower’s obligations thereunder.

10. Borrower hereby affirmatively represents to Lender that as of the date of this Amendment:

(A) Borrower is in compliance with all affirmative covenants set forth in the Loan Documents; and

(B) Borrower has not violated any of the negative covenants set forth in the Loan Documents.

11. NO OFFSET OR COUNTERCLAIM. Borrower hereby represents and warrants to Lender that it has no claim or offset against, or defense, or counterclaim to, any obligation or liability owed by Borrower to Lender under the Promissory Note, the Loan Agreement, and/or under any Loan Documents, and that Borrower hereby waives and releases Lender and all of its affiliates, officers, directors, agents, attorneys, employees, subsidiaries and representatives from any and all claims, offsets, defenses, and counterclaims of which such Borrower is aware or unaware, such waiver and release being in effect on the date hereof, Borrower having consulted legal counsel with respect thereto.

15. SUCCESSORS AND ASSIGNS. This Amendment shall be applicable and inure to the benefit of the successors and assigns of the parties hereto.

16. WARRANT OF ATTORNEY. As set forth in the second paragraph of Section 15 of the Loan Agreement, if an Event of Default should occur, Borrower hereby authorizes any attorney at law to appear in any court of record, state or federal, in any county of Ohio where Borrower maintains its principal place of business or in the county where this Amendment was signed, at any time or times after default in the payment of any sums due by Buyer hereunder or under the Loan Documents or other default under Borrower’s obligations under any of the Loan Documents, whether by lapse of time or by acceleration or otherwise, and waive the issuance and service of process and confess judgment against Borrower in favor of Lender for the amount then appearing due under the Promissory Note, together with the costs of suit, and thereupon to release all errors and waive all rights of appeal and stay of execution. The foregoing warrant of attorney shall survive any judgments, and should any judgment be vacated for any reason the holder hereof shall be restored to the same rights, and Borrower subjected to the same obligations as existed hereunder prior to the rendition of such vacated judgment.

SIGNATURES ON THE NEXT PAGE

IN WITNESS WHEREOF, the Lender and the Borrower have executed this Amendment on this 5th day of June, 2024.

PRIOR TO SIGNING THIS AMENDMENT TO LOAN AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AMENDMENT.

	BORROWER:

	HOF VILLAGE HOTEL II, LLC

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

	LENDER:

	CITY OF CANTON, OHIO

	By:	/s/ William V. Sherer II
		William V. Sherer II
	Its:	Mayor, Canton OH

Approval as to form:

/s/ Jason P. Reese
Jason P. Reese
Law Director City of Canton, Ohio
June 5, 2024

Exhibit 10.4

PROMISSORY NOTE MODIFICATION AGREEMENT

This Promissory Note Modification Agreement (“Modification Agreement”), is made this 5^th day of June, 2024, by and between the CITY OF CANTON, OHIO, a municipality duly organized and validly existing under the Ohio Constitution and other applicable Ohio laws, whose address is 218 Cleveland Avenue SW, Canton, OH 44702 (hereinafter the “City”, which term shall include any holder hereof) and HOF VILLAGE HOTEL II, LLC, a Delaware limited liability company whose address is c/o HOF Village Hotel II, LLC, 2014 Champions Gateway, Canton, OH 44708 (“Borrower”).

RECITALS:

WHEREAS, on December 30, 2019, Borrower executed and delivered to the City its certain Promissory Note in the original principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000.00) (the “Promissory Note”), evidencing a term loan in said amount (the “Term Loan”); and

WHEREAS, on December 30, 2019, to secure the Term Loan, Borrower executed and delivered to the City an Open-End Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, which was recorded on January 2, 2020 as Instrument No. 202001020000103 (the “Mortgage”), which created a mortgage lien on the real property described on the Mortgage in favor of the City; and

WHEREAS, on December 30, 2019, Borrower executed and delivered to the City a Loan Agreement (the “Loan Agreement”), setting forth additional covenants and warranties of Borrower in regard to the Term Loan and/or Indebtedness of Borrower to the City as that term is defined therein; and

WHEREAS, for purposes of this Modification Agreement, the Promissory Note, as amended herein, the Mortgage, as amended by the First Amendment to Open-End Mortgage, Assignment of Rents, Security Agreement and Fixture Filing of even date herewith, and the Loan Agreement, as amended by the First Amendment to Loan Agreement of even date herewith, as all of the foregoing may have been or may hereafter be amended, shall hereinafter collectively be included within the definition of Loan Documents, as set forth in the Loan Agreement; and

WHEREAS, since the date of the Promissory Note, Borrower made certain quarterly payments due thereunder, such that the outstanding principal remaining under the Term Loan is currently Three Million Three Hundred Twelve Thousand Five Hundred Dollars ($3,312,500.00); and

WHEREAS, the City and the Borrower desire to amend the Promissory Note to extend the term and the Maturity Date, to provide for a two-year, interest-free period, to increase the interest rate to be applied to the unpaid principal balance of the Term Loan, to change the schedule for payment of principal and interest under the Promissory Note, and to make further changes to the terms of the Promissory Note.

1. INCORPORATION OF RECITALS. The above Recitals are true and accurate and are hereby incorporated into this Modification Agreement.

2. DEFINED TERMS. As used herein any capitalized terms that are not defined in this Modification Agreement shall have the meaning set forth therefore in the applicable Loan Document.

3. CHANGES TO THE INTEREST RATE, PAYMENT TERMS, AND MATURITY DATE.

The Promissory Note is hereby amended by deleting Section 1 thereof in its entirety and by replacing it with the following new Section 1, which shall be enforceable and applicable from and after the date of the execution of this Modification Agreement:

Principal and interest shall be due and payable as follows:

(a)

Provided Borrower is not in default under this Promissory Note or under any of the Loan Documents, for the period of time from May 28, 2024 until June 30, 2026 (the “Interest Free Period”), no interest shall accrue on the unpaid principal balance due and owing under this Promissory Note, nor shall any principal payments be due hereunder.

(b)

Commencing on, and including July 1, 2026, the outstanding principal balance of this Promissory Note will bear interest based upon a year of 360 days with interest being charged for each day the principal amount is outstanding including the date of actual payment. The interest rate shall be a rate equal to five percent (5%) per annum.

(c)

Commencing on October 1, 2026 and continuing quarterly thereafter on the first day of January, the first day of April, the first day of July, and the first day of October each year thereafter, Borrower shall pay the City quarterly principal and interest payments in the amount of Sixty-Six Thousand One Hundred Forty-One and 91/100 U.S. Dollars ($66,141.91) until July 1, 2046, at which time the entire remaining balance of all principal, accrued and unpaid interest, and all other amounts then owing to the City pursuant to this Promissory Note, the Loan Agreement, and/or any other Loan Document, as amended, shall be due and payable in full. The “Maturity Date” shall be July 1, 2046 or such earlier date as the amounts due hereunder may become due and payable in accordance with the terms hereof (whether by acceleration or otherwise).

(d)

Notwithstanding Section 1(a) above, upon the occurrence of an Event of Default hereunder, interest at the Default Rate shall accrue or shall be deemed to have accrued on the unpaid principal balance due and owing under this Promissory Note during the Interest Free Period and during the period in which an Event of Default is ongoing.

4. DEFAULT INTEREST RATE. Section 4 of the Promissory Note is hereby amended to change the Default Rate set forth therein from five percent (5%) to eight percent (8%) per annum, or the maximum rated permitted by applicable law, whichever is less.

5. EVENT OF DEFAULT. Section 8 of the Promissory Note is hereby amended to add the following provisions as subsections (j) and (k) thereto.

(j)

a change in control, as defined in the Loan Agreement, of Borrower or any of its direct or indirect parent companies or Affiliates, including but not limited to Hall of Fame Resort and Entertainment Company becoming a privately held entity, which leads the City to reasonably believe that the prospect of Borrower’s payment of sums due and owing hereunder and/or otherwise complying with the terms of the Loan Documents will be materially impaired; and

(k)

Borrower’s prepayment of all, or any portion, of the principal balance owed thereby on or under any loan or indebtedness currently owed by Borrower to the Stark Community Foundation (the “Foundation”) and/or Stark County Port Authority (the “Port Authority”), other than such principal payments that are periodically due and payable under the terms of Borrower’s debt instruments with the Foundation and/or the Port Authority, as such debt instruments were modified by Borrower and the Foundation and/or the Port Authority to extend the term and maturity date, unless Borrower simultaneously prepays the same proportionate percentage of the amount of the principal balance then due and owing under this Promissory Note to the City.

6. CITY’S REMEDIES. Section 9 of the Promissory Note is hereby amended by deleting the introductory sentence to Section 9(a) thereof and replacing it with the following:

City’s Remedies. (a) Upon the occurrence of an Event of Default, (i) interest at the Default Rate shall accrue or shall be deemed to have accrued on the unpaid principal balance owed under this Promissory Note during the Interest Free Period and during the period in which an Event of Default is ongoing, (ii) the City shall be released from any and all obligations to Borrower under the terms of this Promissory Note, the Loan Agreement and/or under any other the Loan Document, and (iii) subject to applicable notice and cure periods contained herein and/or in the Loan Agreement, the City shall have the right and option to do any or all of the following:

7. RATIFICATION OF LOAN DOCUMENTS.

(a) Except as amended by this Modification Agreement, the Promissory Note and the other Loan Documents, as the same have been amended by separate instrument on this same date, are in all respects ratified and confirmed by the parties hereto, including but not limited to the Warrants of Attorney authorizing any attorney-at-law to appear in any court to confess the judgment against Borrower, and are in all instances valid and enforceable. Borrower further acknowledges and agrees that all security agreements, financing statements, documents, instruments, certificates, affidavits, including, but not limited to the Loan Documents, as the same may have been or may be amended from time to time, and all other security documents taken as collateral for the Promissory Note are intended to and shall continue to secure the same as amended hereby and shall remain in full force and effect, and all references to the Loan Documents in the Promissory Note shall refer to the same as such Loan Documents have been or may hereafter be amended.

(b) Borrower represents and warrants that Borrower is not as of the date of the execution of this Modification Agreement in breach of any of the terms of the Loan Documents and/or of any of Borrower’s obligations thereunder.

(c) Borrower represents and warrants to the City that it has no claim or offset against, or defense, or counterclaim to, any obligation or liability owed by Borrower to the City under the Promissory Note, the Loan Agreement, and/or under any Loan Documents, and that Borrower hereby waives and releases the City and all of its affiliates, officers, directors, agents, attorneys, employees, subsidiaries and representatives from any and all claims, offsets, defenses, and counterclaims of which such Borrower is aware or unaware, such waiver and release being in effect on the date hereof, Borrower having consulted legal counsel with respect thereto.

8. NO WAIVER BY THE CITY. Except for the agreements set forth herein, this Modification Agreement shall not be deemed to be a waiver of any of the City’s rights and/or remedies under the Loan Documents, unless such waiver is given, in writing and signed, by the City. The City is not hereunder waiving any of its rights or remedies relating to or arising out of any past, present or future Events of Defaults under any of the Loan Documents.

9. NECESSARY CONSENTS. Borrower hereby represents and warrants that it has obtained all necessary consents from any and all senior and other lenders, including but not limited to any lender that the City may have entered into a Subordination Agreement with, consenting to the amendment to the Term Loan and the terms set forth herein, and waiving any claim that Borrower and/or the City have violated any agreement, document or instruments between Borrower and/or the City and such lender.

11. SUCCESSORS AND ASSIGNS. This Modification Agreement shall be applicable and inure to the benefit of the successors and assigns of the parties hereto.

12. WARRANT OF ATTORNEY. As set forth in Section 10 of the Promissory Note, Borrower authorizes any attorney at law to appear in any court of record, state or federal, in any county of Ohio where Borrower maintains its principal place of business or in the county where this Promissory Note was signed, at any time or times after default in the payment of any installment due on the above obligations, whether by lapse of time or by acceleration or otherwise, and waive the issuance and service of process and confess judgment against Borrower in favor of any holder of this Promissory Note for the amount then appearing due, together with the costs of suit, and thereupon to release all errors and waive all rights of appeal and stay of execution. The foregoing warrant of attorney shall survive any judgments, and should any judgment be vacated for any reason the holder hereof shall be restored to the same rights, and Borrower subjected to the same obligations as existed hereunder prior to the rendition of such vacated judgment.

13. AMENDMENT. This Modification Agreement may only be modified by written agreement executed by both parties hereto and shall not be deemed to have been amended by course of dealing or conduct of the parties.

14. CONTINUING VALIDITY. Except as modified by this Modification agreement, all remaining terms of the Promissory Note, and the Promissory Note in its entirety, as modified hereby, shall continue to be valid and enforceable and Borrower hereby confirms and ratifies the continuing validity thereof.

SIGNATURES ON THE NEXT PAGE

IN WITNESS WHEREOF, the City and the Borrower have executed this Modification Agreement on this 5th day of June, 2024.

	BORROWER:

	HOF VILLAGE HOTEL II, LLC

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

	CITY:

	CITY OF CANTON, OHIO

	By:	/s/William V. Sherer II
		William V. Sherer II
	Its:	Mayor, Canton, OH

Approval as to form:

/s/ Jason P. Reese
Jason P. Reese
Law Director City of Canton, Ohio
June 5, 2024

Exhibit 10.5

BUSINESS LOAN AGREEMENT

Borrower:

HALL OF FAME RESORT &
ENTERTAINMENT COMPANY

2014 Champions Gateway, Suite 100

Canton, OH 44708

Lender:

STARK COMMUNITY FOUNDATION, INC.

400 Market Avenue N, Suite 200

Canton, OH 44702

THIS BUSINESS LOAN AGREEMENT (“Agreement”), dated June 11, 2024, is made and executed between HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation (“Borrower”), and STARK COMMUNITY FOUNDATION, INC., an Ohio not for profit corporation (“Lender”) on the following terms and conditions. Borrower understands and agrees that in granting, renewing, or extending any Loan, Lender is relying upon the representations, warranties, and agreements set forth In this Agreement and its Term Loan Note (described below); and all shall be and remain subject to the terms and conditions of this Agreement. All capitalized terms used in this Agreement shall have the meaning provided below in the definition section of this Agreement, unless otherwise indicated in the body of this Agreement.

LOAN FACILITIES. This Agreement shall apply to a Term Loan in the original principal amount of $1,500,000.00 (the “Term Loan”) as evidenced by a Promissory Note (“Term Loan Note”) executed on June 11, 2024.

TERM OF AGREEMENT. This Agreement shall be effective as of June 11, 2024 and shall continue in full force and effect until: i) such time as the Term Loan in favor of Lender has been paid in full, including principal, interest, costs, expenses, reasonable attorneys’ fees, and other fees and charges associated therewith, or ii) until such time as the parties may agree in writing to terminate this Agreement (the “Term of Agreement”).

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 June 30, 2025.

USE OF LOAN PROCEEDS. The proceeds of the Loan set forth in this Agreement shall be used by Borrower for the sole purpose of funding operational expenses of the Borrower.

INTEREST. The interest rate applicable to the Term Loan shall be six percent (6.0%) per annum. Upon an Event of Default, the interest rate applicable to the outstanding principal balance under the Term Loan Note shall equal the interest rate that would otherwise be in effect pursuant to the provisions of the Term Loan Note, plus five percent (5%) per annum.

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

(A) Term Loan. On June 30, 2025, the Term Loan shall mature and payment shall be in the amount required to fully satisfy the entire outstanding principal balance, all accrued interest, and all other amounts that may be due and owing to Lender under this Agreement and the Term Loan Note and the Loan Documents.

FEES. The Borrower shall pay Lender all reasonable costs and expenses incurred by Lender in review, preparation, drafting and negotiation of the Loan Documents, including but not limited to the Term Loan Note and this Agreement expended by Lender’s outside counsel. Said costs and expenses shall be paid at Closing.

CONDITIONS PRECEDENT TO TERM LOAN AND EACH ADVANCE. Lender’s obligation to make the loan under this Agreement and to make Advances or disbursements of the Loan proceeds in accordance with this Agreement shall be subject to, and contingent upon, the fulfillment to Lender’s reasonable satisfaction (unless a different standard is indicated below) of all of the conditions set forth In this Agreement, including, but not limited to the following:

Loan Documents. Borrower shall have executed and/or provided to Lender the following documents for the Term Loan: (1) the Term Loan Note; (2) this Agreement; and (3) all other documents as Lender may reasonably require; all in form and substance reasonably satisfactory to Lender and Lender’s counsel.

Borrower’s Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement and the Term Loan Note.

Representations and Warranties. The representations and warranties set forth in this Agreement, and in the Term Loan Note, or Related Documents, and in any document or certificate delivered to Lender under this Agreement or in connection with any Loan, are true, accurate and complete in all material respects as of the date of each Advance.

Compliance with Affirmative and Negative Covenants. Borrower has complied in all material respects with all negative and affirmative covenants set forth in this Agreement and the Loan Documents, as determined by Lender in its reasonable discretion.

Due Diligence. Lender shall have completed all of the due diligence investigations, reviews, and analysis required by Lender at any time during the Term of this Agreement and the term of the loan (whether or not Lender required such due diligence as a condition to closing), and such due diligence shall be satisfactory to Lender. The financial condition, operating status, and general business prospects of the Borrower shall be satisfactory to Lender.

No Adverse Change. No material adverse change has occurred, or is threatened to occur, with respect to Borrower in connection with the businesses, operations, customer base, prospects, or any financial or other condition, which would have a material adverse effect on the Borrower, as determined by Lender in its reasonable discretion.

No Event of Default. There shall not exist at the time of any Advance a condition which would constitute or lead to an Event of Default under this Agreement or under any Loan Document.

Change in Law. No change has occurred in any applicable law, rule, regulation, or requirement restricting Lender’s ability to make an Advance or extend credit to Borrower in accordance with the terms set forth in the Loan Documents.

TERM LOAN DISBURSEMENT. Borrower and Lender agree that the proceeds of the Term Loan shall be disbursed to Borrower upon Borrower’s execution and delivering of the Agreement and the Term Loan Note.

REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants to Lender, as of the date of this Agreement, as of the date of each Advance, as of the date of any renewal, extension, or modification of any loan and at all times any Indebtedness exists:

Authority. Borrower has full power, authority and legal right to enter into this Agreement and the Loan Documents, and to perform all their respective obligations hereunder and thereunder. This Agreement and the Loan Documents have been duly executed and delivered by Borrower, and this Agreement and the Loan Documents constitute the legal, valid and binding obligation of Borrower enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement and the Loan Documents (a) are within Borrower’s powers, have been duly authorized by all necessary company action, are not in contravention of law or the terms of Borrower’s organizational documents or other applicable documents relating to Borrower’s formation or to the conduct of Borrower’s business or of any material agreement, other than prior agreements with Lender that are superseded hereby or undertaking to which it is a party or by which it is bound, (b) will not conflict with or violate In any material respect any law or regulation, or any judgment, order or decree of any governmental body, (c) will not require the consent of any governmental body or any other person, (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any lien upon any asset of such Borrower under the provisions of any agreement, charter document, instrument, organizational documents, or other instrument to which such Borrower is a party or by which it or its property Is a party or by which it may be bound, other than prior agreements with Lender.

Organization. Borrower is a Delaware corporation which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Delaware and any other state in which it is registered or authorized to do business. Borrower is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing business. Borrower maintains its principal office at 2014 Champions Gateway, Suite 100, Canton, OH 44708. Unless Borrower and has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including their records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower’s state of organization or any change In Borrower’s name or address of its principal office.

Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

Financial Disclosures. Borrower’s financial statements supplied to Lender truly and completely disclose Borrower’s financial condition as of the statement and there has been no material adverse change in Borrower’s financial condition subsequent to the date of the most recent financial statements supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements or as otherwise disclosed to Lender in writing.

Taxes and Governmental Obligations. Borrower is not in violation of any applicable statute, law, rule, regulation or ordinance, court, governmental body or arbitration board or tribunal in any respect which could reasonably be expected to have a material adverse effect on a Borrower or its ability to perform as required in this Agreement, the Loan Documents, or the Related Documents or in connection with any loan. Borrower has filed all federal, state, and local tax returns, together with all other reports which it is required by law to file. Borrower has paid all taxes, assessments, and other similar charges that are due and payable, except for any taxes, assessments, or charges which are being contested in good faith and for which adequate reserves have been provided for. Borrower has withheld all employee and similar taxes which it is required by law to withhold and has maintained adequate reserves for the payment of all taxes and similar charges. No tax liens have been filed with respect to Borrower, and to the knowledge of Borrower, no claims are being asserted with respect to any such taxes, assessments, or charges (and no basis exists for any such claims).

Licenses and Permits. Borrower (a) is in compliance in all material respects with and (b) has procured and is now in possession of, all material licenses or permits required by any applicable federal, state or local law, rule or regulation for the operation of its business in each jurisdiction wherein it is now conducting or proposes to conduct business.

No Default. Borrower is not in material default in the payment or performance of any of its obligations under any contract (including financing obligations) and no event has occurred under the provisions of any applicable contract which with or without the lapse of time or the giving of notice, or both, constitutes or would constitute an event of default thereunder.

No Litigation. Borrower is not involved in any pending or threatened litigation, arbitration, action or proceeding which may have a material adverse effect on its financial condition or its ability to perform as required under this Agreement, the Loan Documents, or the Related Documents. No event has occurred which to the best of Borrower’s knowledge could result in any violation of the representations and warranties set forth in this paragraph. Borrower has duly complied with, and its facilities, business, assets, property, leaseholds, real property and equipment, are in compliance in all material respects with, the provisions of the Federal Occupational Safety and Health Act; there have been no outstanding citations, notices or orders of non-compliance issued to Borrower or relating to Its business, assets, property, leaseholds or equipment under any such laws, rules or regulations. Borrower is not involved in any labor dispute; there are no strikes, walkouts or union organization of any of Borrower’s employees threatened or to Borrower’s knowledge in existence.

Plan Contributions. Except for Borrower’s 401(k) plan for employees in the ordinary course of Borrower’s business, Borrower does not maintain or contribute to any employee related benefit plan.

Solvency. After giving effect to the within loan transactions, Borrower will be solvent, able to pay its debts as they mature, will have capital sufficient to carry on its business, and (i) as of the closing date, the fair present saleable value of their assets, calculated on a going concern basis, is in excess of the amount of their liabilities and (ii) subsequent to the closing date, the fair saleable value of their assets (calculated on a going concern basis) will be In excess of the amount of its liabilities.

Compliance With Law. Borrower is in compliance and conformity, in all material respects, with all laws (including without limitation all applicable foreign, federal, state and local laws, including environmental laws, safety laws, pension laws and employment or labor laws), ordinances, rules, regulations and all other legal requirements. Borrower has not received any notice or order of any violation or claim of violation of any such law, ordinance, rule, regulation, or requirement from any governmental authority.

Environmental Matters. To Borrower’s knowledge, Borrower’s operations and the properties which it owns, leases, and operates are and have always been in compliance, in all material respects, with all laws and orders relating to any hazardous or dangerous waste or substance, any pollutants, or any waste disposal. No proceeding is pending or threatened against or affecting Borrower with respect to any such environmental matters.

Full Disclosure. No representation or warranty made by Borrower in any Loan Documents contains any untrue statement of a material fact or omits a material fact necessary to make the statements contained herein or therein not misleading. There is no fact which Borrower has not disclosed to Lender which has or will have a material adverse effect on the financial condition or assets of the Borrower.

Completeness and Survival of Representations and Warranties. The representations, warranties, and all covenants contained in this Agreement shall be of a continuing nature and survive the closing of the transactions contemplated by the Loan Documents and termination of this Agreement. The representations and warranties shall be deemed to be reaffirmed and renewed each time Borrower makes a request for a loan or an Advance hereunder, except those that are only effective as of a specific date (but which shall be true as of such specific date). No warranty or representation made herein, and no statement contained in any document, instrument, schedule or exhibit otherwise delivered to Lender in connection with the loan transaction contains, or will contain, any untrue statement of any material fact or omits, or will omit, to state a material fact necessary to make the statements contained herein or therein, in the light of the circumstances in which they are made, not misleading.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement and any Loan Document remains in effect, Borrower will:

Notices of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower’s financial condition, (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower which could materially affect the financial condition of Borrower, (3) any fact or occurrence that makes any of the representations and warranties inaccurate or incomplete in any material respect and/or which causes, or could lead to, it being in default of the affirmative or negative covenants, or any other term or condition, set forth in this Agreement or in the Loan Documents, (4) the occurrence of a default with respect to any material indebtedness or obligation owed to another person, and (5) the failure to act on the part of Borrower when action is required, which results in the breach of any covenants imposed upon the Borrower by the Loan Documents, or which, with the giving of notice of passage of time would result in a breach of such covenants, including, specifically, without limitation, the failure of Borrower to maintain any of the covenants set forth in the Loan Documents.

Financial Records. Permit Lender to examine and audit Borrower’s books and records at all reasonable times upon reasonable advance notice to Borrower.

Financial Statements. Furnish Lender with such financial statements and other related information at such frequencies and in such detail as set forth in this Agreement and/or as Lender may reasonably request.

Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower’s assets, properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge, levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings, and (2) Borrower shall have established on Borrower’s books adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with GAAP.

Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Loan Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement with Lender.

Compliance with Governmental Requirements. Comply in all material respects with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct of Borrower’s assets, properties, businesses and operations, including without limitation, ERISA, environmental laws and Americans with Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lender’s reasonable opinion, Lender’s interests are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender’s interest.

Loan Proceeds. Use all Loan proceeds solely for the operational expenses incurred by Borrower.

Existence As A Company. Borrower shall remain a limited liability company validly existing and in good standing under the laws of the State of Delaware, and shall remain, or shall become, as required, duly licensed or qualified to do business in all states wherein the failure to be so licensed or qualified would have a material adverse effect upon Borrower.

Payment of Fees; Costs and Expenses. Borrower shall reimburse Lender 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: (a) the preparation, negotiation, procurement, review, administration, or enforcement of the Loan Documents or any instrument, agreement, document, policy, consent, waiver, subordination, release of lien, termination statement, satisfaction of mortgage, financing statement or other lien search, recording or filing related thereto (or any amendment, modification or extension to, or any replacement or substitution for, any of the foregoing), whether or not any particular portion of the transactions contemplated during such negotiations is ultimately consummated, and (b) the defense, preservation, and protection of Lender’s rights and remedies thereunder, including without limitation, whether incurred in bankruptcy, insolvency, foreclosure, or other litigation or proceedings or otherwise. The costs shall be due and payable upon demand by Lender. At the option of Lender, Lender may withhold the same from the loan proceeds to be delivered to Borrower. If Borrower fails to pay the costs upon such demand, Lender is entitled to disburse such sums as Obligations. Thereafter, the costs shall bear interest from the date incurred or disbursed at the highest rate set forth in the Note(s). This provision shall survive the termination of this Agreement and/or the repayment of any amounts due or the performance of any Obligation.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, and until all amounts due and payable to Lender under the Loan Documents have been satisfied in full, Borrower, and any subsidiary of a Borrower, shall not without the prior written consent of Lender:

Continuity of Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, without prior notice to Lender and approval by Lender, which approval shall not be unreasonably withheld; (2) Merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell its assets out of the ordinary course of business, (3) except as otherwise permitted herein, make any distributions to its shareholders; (4) purchase, sell, transfer, or retire any of its outstanding units, issue additional units, or alter or amend its capital or equity structure, without prior written notice to Lender and approval by Lender, which Lender may withhold in its sole and absolute discretion; (5) Amend, modify, or waive any term or material provisions of its Code of Regulations or By Laws, unless required by law without prior notice and approval of Lender, which approval shall not be unreasonably withheld, or (6) Purchase or redeem any interest in Borrower or any third party, acquire, purchase, redeem, sell, transfer, or retire any equity interests.

Payments of Other Debt. Make any payments of interest or re-payment of outstanding principal on any debt, liability, or obligation, including, without limitation, any such debt, liability, or obligation to any of its subsidiaries, affiliates, or any related or affiliated party thereto, other than the debt described below as Permitted Debt.

No Debt. Create, suffer to exist, or permit in any fashion, voluntarily or by operation of law, any debt obligation, including contingent obligations, or otherwise guarantee, endorse, or become surety for or upon any obligations of others, other than: i) debt to Lender as provided in this Agreement and the Loan Documents, ii) debt existing on the date of this Agreement , (including any extensions, renewals, or refinancing thereof, but not to the extent of any increase in the amount of any debt or obligation thereunder), iii) trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness, but not to its members, subsidiaries, or any Affiliates thereto, iv) debt which is approved by Lender in writing prior to the creation of the debt obligations, which approval may be withheld in Lender’s sole and absolute discretion (“Permitted Debt”).

No Payment. Make any payment outside the ordinary course of business, or make any pre-payment, repurchase, or redemption, in connection with any note or other debt or obligation, including, without limitation, the Permitted Debt.

No Pledge. Pledge, encumber, transfer, or license of any interest in its assets, except as otherwise specifically herein permitted or in the ordinary course of its business, including without limitation a pledge, encumber, transfer, or license of its goodwill or intellectual property, which includes, but is not limited to, trademarks, copyrights, patents, designs, inventions, creations, formulas, and names.

Licenses and Permits. Allow any license, permit or other right necessary to conduct its business in its ordinary course to lapse or be revoked, either voluntarily, for failure to perform or otherwise comply with the requirements and conditions of said license, permit or other right, or by operation of law.

Agreements. Borrower will not enter into any agreement containing any provisions which would be violated or breached by the performance of the obligations under this Agreement.

No Distributions. If an Event of Default has occurred and is continuing beyond any applicable notice and/or cure period, Borrower will not make any distributions to its shareholders, nor allow any of its subsidiaries or related entities to make any distributions to its shareholders, without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

No Change of Business, Business Name or Registration. Engage in any business activities other than the business presently conducted. Furthermore, Borrower shall not change its name or do business under any other name, or change its state of registration without providing Lender at least 30 days’ prior written notice. Furthermore, Borrower shall not amend or change its Articles of Incorporation, Code of Regulations, or Bylaws.

Affiliate Transactions. Borrower shall not, from and after the date of the Loan Documents, enter into, or be a party to, any transaction with any Affiliate of Borrower, except in the ordinary course of, and pursuant to the reasonable requirements of, Borrower’s business and upon fair and reasonable terms which are fully disclosed to Lender and which are no less favorable to Borrower than Borrower would obtain in a comparable arms-length transaction with a person or entity not an Affiliate of Borrower.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan advances or to disburse Loan proceeds if Lender determines, in its reasonable discretion, that: (A) an Event of Default exists under the terms of this Agreement, the Loan Documents, Related Documents, or any other agreement that Borrower has with Lender, now or in the future; (B) Borrower becomes insolvent, files a petition in bankruptcy or similar proceedings, or Is adjudged a bankrupt, (C) any of the conditions precedent set forth above in this Agreement are not satisfied, or (D) there occurs a material adverse change in Borrower’s financial condition.

DEFAULT. Each of the following shall constitute an Event of Default under this Agreement and the Loan Documents:

Payment Default. Borrower fails to make any payment within ten (10) days of when due under this Agreement, under the Term Loan Note, or the Loan Documents, when due in connection with the Term Loan.

Other Defaults. Borrower fails to comply with, or to perform any other term, debt, Indebtedness, obligation, covenant or condition, contained in this Agreement, or the Term Loan Note, or the Loan Documents, other than non-payment, or the occurrence of any of the other Events of Default set forth in this Agreement or the Term Loan Note, and said default continues for a period of thirty (30) days or more after the date Borrower receives written notice from the Lender of such failure; provided, however, that if curing such Event of Default 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) days period and diligently and in good faith pursues such cure to completion within such resulting ninety (90) day period from the date of Lender’s notice.

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

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower, or on its behalf, under this Agreement, the Term Loan Note, or the Loan Documents 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 or any business for any reason, the insolvency of Borrower, the appointment of a receiver for any part of Borrower’s, or their 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, excepting, however, an involuntary bankruptcy proceeding, for which Borrower 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 by any governmental agency against Borrower, or any assets of Borrower. This includes a garnishment of any of Borrower’s accounts. However, this Event of Default shall not apply if there is a good faith dispute as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond in an amount determined by Lender as being an adequate reserve or bond for the dispute.

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 pursuant to the Term Loan Note and this Agreement. A “substantial change in ownership” shall be defined as: (a) any change in ownership of more than 50% of the outstanding stock of 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.

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

EFFECT OF AN EVENT OF DEFAULT. At any time after the occurrence and continuation of an Event of Default beyond any applicable grace or cure period, except where otherwise provided in this Agreement or the Loan Documents, all commitments and obligations of Lender under this Agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender’s option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the “Insolvency” subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in this Agreement and the Loan Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender’s rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower shall not affect Lender’s right to declare a default and to exercise its rights and remedies.

ANNUAL FINANCIAL STATEMENTS. As soon as available, but in no event later than One Hundred Twenty (120) days after the end of each fiscal year, Borrower shall furnish Lender with audited financial statements for Borrower, including balance sheet and income statement for the year ended.

TAX RETURNS. Within thirty (30) days after filing, Borrower shall obtain and furnish to Lender the annual federal, state, and local income tax returns filed by Borrower, together with all schedules and attachments thereto.

INDEMNIFICATION. Notwithstanding anything to the contrary contained herein or in any Loan Document, to the fullest extent permitted by law, Borrower hereby agrees to protect, indemnify, defend and save harmless, Lender and its directors, officers, Affiliates, agents and employees from and against any and all liability, expense or damage of any kind or nature and from any suits, claims or demands, including legal fees and expenses relating to the breach of any covenant, representation, or warranty by Borrower, or on account of any matter or thing or action or failure to act by Lender or Borrower, whether or not in litigation, arising out of this Agreement or any Loan Document, or any Event of Default, or any default or event which, with the lapse of time, would constitute an Event of Default, provided, however, that Borrower shall not be required to indemnify Lender to the extent such suit, claim or damage is caused solely by willful malfeasance of Lender, its directors, officers, agents and authorized employees. This indemnity is not intended to excuse Borrower from performing hereunder. All obligations on the part of Borrower shall survive the closing of the transaction contemplated by any Loan Document, the repayment of any Obligation and any cancellation of any Loan Document.

OTHER INFORMATION. Borrower shall promptly furnish to Lender such other information, reports, certificates, and substantiating documentation as Lender may reasonably request to reflect Borrower’s financial condition and business performance.

PRIOR AGREEMENTS. This Agreement shall supersede any prior business loan agreement between Borrower and Lender.

INTERPRETATION OF LOAN DOCUMENTS. The provisions set forth in this Agreement and the Loan Documents shall be cumulative. In the event of a discrepancy between the provisions set forth in this Agreement and the provisions set forth In the Loan Documents, the provisions which are most restrictive or impose the greatest obligation on Borrower shall apply.

NOTICES. Any notices under or pursuant to this Agreement 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:	Hall of Fame Resort & Entertainment Company
	2014 Champions Gateway, Suite 100
	Canton, OH 44708

To Lender:	Stark Community Foundation, Inc.
	400 Market Avenue N, Suite 200
	Canton, OH 44702

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

DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United State of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as In effect on the date of this Agreement:

Advance. The word “Advance” means a disbursement of Loan funds made, or to be made, to Borrower, or on Borrower’s behalf, on the Term Loan.

Affiliate. The word “Affiliate” shall mean as to any Person, any other Person (excluding any Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person. For purposes of this definition, a Person shall be deemed to be “controlled by” a Person if such Person possesses, directly or indirectly, power either (i) to vote twenty percent (20%) or more of the securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of such Person whether by control or otherwise.

Agreement. The word “Agreement” means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time.

Borrower. The word “Borrower” means Hall of Fame Resort & Entertainment Company.

Event of Default. The words “Event of Default” mean any of the events of default set forth in this Agreement in the default section of this Agreement and the Term Loan Note.

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

Lender. The word “Lender” means Stark Community Foundation, Inc., its successors and assigns.

Loan. The words “Loan” or “Loans” means the following, whether now existing or hereafter created, entered into or otherwise existing: i) Term Loan, as described above in this Agreement, ii) any and all other loans, letters of credit, guaranties, and/or financial accommodations from Lender to Borrower.

Loan Account. The words “Loan Account” mean a loan account in the name of Borrower maintained in accordance with Lender’s customary procedures, in which shall be recorded, among other things, the date and amount of each Advance made by Lender and the date and amount each payment in respect thereof; provided, however, the failure by Lender to record the date and amount of any Advance shall not adversely affect Lender.

Loan Documents. The words “Loan Documents” means, collectively and Individually, the following: (1) this Agreement; (2) the Term Loan Note; (3) any exhibit or schedule attached to this Agreement or to any of the Loan Documents and any document or report required to be provided by Borrower from time to time in connection with the Loans; and (4) all Related Documents as Lender may reasonably require; all in form and substance satisfactory to Lender and Lender’s counsel.

Note or Notes. The words “Note” or “Notes” mean the Term Loan Note, together with all renewals of, extensions of, modifications of, refinancings of, replacements of, consolidations of, and substitutions for such Notes.

Term Loan Note. The words “Term Loan Note” mean collectively or individually: the Promissory Note executed, or to be executed, by Borrower to reflect the indebtedness in connection with the Term Loan, in the original principal amount of $1,500,000.00, dated of even date herewith together with all renewals of, extensions of, modifications of, refinancings of, replacements of, consolidations of, and substitutions for such Note.

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

Subsidiary. The word “Subsidiary” means a corporation, limited liability company, or other entity of whose shares of stock, units, or other ownership interests having ordinary voting power (other than stock or other ownership interest having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, are owned, directly or indirectly, by Borrower.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS ENTERED INTO AND DATED AS OF JUNE 11, 2024.

[Signatures on the following page]

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 ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

BORROWER:		LENDER:

By: HALL OF FAME RESORT & ENTERTAINMENT COMPANY		STARK COMMUNITY FOUNDATION, INC.

By:	/s/ Michael Crawford	By:	/s/ Mark J. Samolczyk
Print Name:	Michael Crawford	Print Name:	Mark J. Samolczyk
Its:	President & CEO	Its:	President & CEO

Exhibit 10.6

PROMISSORY NOTE

Term Note

Borrower:

HALL OF FAME RESORT & ENTERTAINMENT COMPANY

2014 Champions Gateway, Suite 100

Canton, Ohio 44708

Lender:

STARK COMMUNITY FOUNDATION, INC.

400 Market Avenue N, Suite 200

Canton, Ohio 44702

Principal Amount: $1,500,000.00

Date of Note: June 11, 2024

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. (“Lender”), or order, in lawful money of the United States of America, the principal amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) together with interest on the unpaid principal balance from June 11, 2024, until paid in full as provided herein.

PAYMENT. Borrower will pay the entire outstanding principal balance and all accrued and unpaid interest to Lender on June 30, 2025, the Maturity Date. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest, then to principal, then to any unpaid collection costs, and then to any late charges. The annual interest rate for this Note (hereinafter defined) is computed on a 365/360 basis; that Is, by applying the ratio of the annual 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. 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 Note is issued by Lender under the terms and provisions of the Business Loan Agreement executed simultaneously with this Note. 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 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 Note shall accrue interest at rate equal to 6.0% per annum.

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 under the payment schedule. 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 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 or as full satisfaction of a disputed amount must be mailed or delivered to: Stark Community Foundation, 400 Market Avenue N., Suite 200, Canton, Ohio 44702.

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 Note shall be increased by adding a 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 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 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 a default as provided herein.

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

Payment Default. Borrower fails to make any payment within ten (10) days when due under this Term Loan Note, the Business Loan Agreement, or the Loan Documents, when due in connection with the Term Loan.

Other Defaults. Borrower fails to comply with, or to perform any other term, debt, Indebtedness, obligation, covenant or condition, contained in this Term Loan Note, or the Business Loan Agreement, or the occurrence of any of the other Events of Default set forth in this Term Loan Note or the Business Loan Agreement, and said default continues for a period of thirty (30) days or more after the date Borrower receives written notice from the Lender of such failure; provided, however, that if such Event of Default 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.

Default in Favor of Third Parties. Subject to any grace periods or rights to cure, Borrower defaults under any loan, debt, indebtedness, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially adversely affect the assets or property taken as a whole, or any of Borrower’s, assets or property taken as a whole, or its ability to repay the indebtedness, or perform their 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 Term Loan 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.

Insolvency. The dissolution or termination of Borrower’s existence, the cessation of Borrower’s business for any reason, the insolvency of Borrower the appointment of a receiver for any part of Borrower’s or their 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 excepting, however, an involuntary bankruptcy proceeding, for which Borrower shall have sixty (60) days from the date of filing to discharge.

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 pursuant to this Note. A “substantial change in ownership” shall be defined as: (a) any change in ownership of more than 50% of the outstanding stock of 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 Note and all accrued unpaid interest immediately due, and then Borrower will immediately pay the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due.

ATTORNEYS’ FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender such commercially reasonable amount. 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 Note and shall bear interest at the highest interest rate herein provided.

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

PAYMENT DATES. If the due date of any payment under this 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 Note, the following definitions apply:

Advance. The word “Advance” or “Advances” means a disbursement of Loan funds made, or to be made, to Borrower, or on Borrower’s behalf, in connection with any Note or other Indebtedness.

ii)

Note. The words “Term Loan Note” means individually, the following: this Promissory Note; together with all renewals of, extensions of, modifications of, re-financings of, replacements of, consolidations of, and substitutions for such promissory note or credit agreement.

iii)

Business Loan Agreement. The words “Business Loan Agreement” means the Business Loan Agreement entered into by Borrower and Lender, of even date herewith, reflecting Borrower’s obligations in connection with the Loan.

iv)

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

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 Note, except those terms that are specifically defined in this Note, shall have the meaning set forth in the Business Loan Agreement. This Note is the Instrument referred to in the Business Loan Agreement as the “Term Loan Note”.

SUCCESSOR INTERESTS. The terms of this 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 Note without the prior written consent of Lender, which consent may be withheld in Lender’s sole discretion. This Note is assignable by Lender, and any transfer or assignment of the Note, Business Loan Agreement, 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 Note cannot be enforced, this fact will not affect the rest of the 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 Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this 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). All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than Borrower. The obligations under this Note are joint and several.

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.

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

BORROWER:

By:	Hall of Fame Resort & Entertainment Company

By:	/s/ Michael Crawford
Print Name: Michael Crawford
President and CEO

Cover	Jun. 05, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 05, 2024
Entity File Number	001-38363
Entity Registrant Name	HALL OF FAME RESORT & ENTERTAINMENT COMPANY
Entity Central Index Key	0001708176
Entity Tax Identification Number	84-3235695
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2014 Champions Gateway
Entity Address, City or Town	Canton
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44708
City Area Code	330
Local Phone Number	458-9176
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, $0.0001 par value per share
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	HOFV
Security Exchange Name	NASDAQ
Warrants to purchase 0.064578 shares of Common Stock
Title of 12(b) Security	Warrants to purchase 0.064578 shares of Common Stock
Trading Symbol	HOFVW
Security Exchange Name	NASDAQ

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