0001213900-23-022116 Sample Contracts

AMENDED AND RESTATED SERIES E COMMON STOCK PURCHASE WARRANT HALL OF FAME RESORT & ENTERTAINMENT COMPANY
Series E Common Stock Purchase Warrant • March 22nd, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • New York

THIS AMENDED AND RESTATED SERIES E COMMON STOCK PURCHASE WARRANT (this “Warrant”) effective as November 7, 2022 (the “Effective Date”) to the Series E Common Stock Purchase Warrant dated as of March 1, 2022 (the “Warrant Date”), certifies that, for value received, CH Capital Lending, LLC, a Delaware limited liability company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time from the Initial Exercise Date set forth above, through and until 5:00 p.m. (New York City time) on March 1, 2029, subject to Section 5(o) (such date, the “Termination Date”), but not thereafter, to subscribe for and purchase from Hall of Fame Resort & Entertainment Company, a company incorporated under the laws of the State of Delaware (the “Company”), up to 1,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined in Section 1). The purchase price of one share of C

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JOINDER AND SECOND AMENDED AND RESTATED SECURED COGNOVIT PROMISSORY NOTE
Hall of Fame Resort & Entertainment Co • March 22nd, 2023 • Services-miscellaneous amusement & recreation • Ohio

FOR VALUE RECEIVED, Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFREC”), HOF Village Newco, LLC, a Delaware limited liability company (“HOFV Newco”), and HOF Village Youth Fields, LLC, a Delaware limited liability company (“HOFV Youth Fields”; HOFREC, HOFV Newco, and HOFV Youth Fields, are referred to herein, individually or collectively as the context may require, as “Borrower”), as makers, hereby unconditionally promise to pay to JKP Financial, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), or order, the principal sum of Four Million Two Hundred Seventy-Three Thousand Five Hundred Forty-Three and 46/100 Dollars ($4,273,543.46) as of the Effective Date (the “Maximum Principal Amount”), or so much thereof as may be advanced by Lender to Borrower pursuant to the terms of this Joinder and Second Amended and Restated Secured Cognovit Promissory Note (as amended, restated, supplemented, waived, or otherwise modifie

SECOND AMENDED AND RESTATED SERIES C COMMON STOCK PURCHASE WARRANT HALL OF FAME RESORT & ENTERTAINMENT COMPANY
Hall of Fame Resort & Entertainment Co • March 22nd, 2023 • Services-miscellaneous amusement & recreation • New York

THIS SECOND AMENDED AND RESTATED SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) effective as of November 7, 2022 (the “Effective Date”) to the Common Stock Purchase Warrant dated December 29, 2020, certifies that, for value received, CH Capital Lending, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June 29, 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 1, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Hall of Fame Resort & Entertainment Company, a company incorporated under the laws of the State of Delaware (the “Company”), up to 10,036,925 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined in Section 1). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price (as defined in Sectio

AMENDED AND RESTATED SERIES G COMMON STOCK PURCHASE WARRANT HALL OF FAME RESORT & ENTERTAINMENT COMPANY
Common Stock Purchase Warrant • March 22nd, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • New York

THIS AMENDED AND RESTATED SERIES G COMMON STOCK PURCHASE WARRANT (this “Warrant”) dated as November 7, 2022 (“Execution Date”) to the Series G Common Stock Purchase Warrant dated as of June 8, 2022 (the “Warrant Date”), certifies that, for value received, Midwest Lender Fund, LLC (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time from the Initial Exercise Date set forth above, through and until 5:00 p.m. (New York City time) on June 8, 2029 (such date, the “Termination Date”), but not thereafter, to subscribe for and purchase from Hall of Fame Resort & Entertainment Company, a company incorporated under the laws of the State of Delaware (the “Company”), up to 5,677 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined in Section 1). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price (as defined in Section 2

AMENDMENT NUMBER 8 TO TERM LOAN AGREEMENT
Term Loan Agreement • March 22nd, 2023 • Hall of Fame Resort & Entertainment Co • Services-miscellaneous amusement & recreation • Ohio

This AMENDMENT NUMBER 8 TO TERM LOAN AGREEMENT (this “Amendment”), executed on March 17, 2023 (the “Execution Date”) and effective as of November 7, 2022 (the “Effective Date”), is made by and among HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation (“HOF Resort & Entertainment”), HOF VILLAGE NEWCO, LLC, a Delaware limited liability company (“Newco”), and HOF VILLAGE YOUTH FIELDS, LLC, a Delaware limited liability company (“HOF Youth Fields”; each of HOF Resort & Entertainment, Newco, and HOF Youth Fields is individually referred to herein as a “Borrower,” and they are collectively referred to herein as “Borrowers”), CH CAPITAL LENDING, LLC, a Delaware limited liability company, in its capacity as administrative agent for and the Lenders (together with its successors and assigns in such capacity, “Administrative Agent”), and CH CAPITAL LENDING, LLC, a Delaware limited liability company, (together with its successors and/or assigns in its capacity as a Lender under the