Exhibit 10.5


 


POST-CLOSING MATTERS AGREEMENT


 


THIS POST-CLOSING
MATTERS AGREEMENT (as amended, modified and in effect from time to time, this “Agreement”) dated and made effective
as of November 7, 2022 (the “Effective Date”), is by and among HOF VILLAGE WATERPARK, LLC, a Delaware limited
liability company, having an address at 2014 Champions Gateway, Canton, OH 44708, Attn: General Counsel (“Seller”),
HFAKOH001 LLC, a Delaware limited liability company, having an address at c/o Oak Street Real Estate Capital, LLC, 30 N. LaSalle
St., Suite 4140, Chicago, IL 60602, Attn: Asset Management (“Buyer”), and HOF VILLAGE NEWCO, LLC, having an
address at 2014 Champions Gateway, Canton, OH 44708, Attn: General Counsel (“Guarantor”).


 


WHEREAS, Seller
and Buyer are entering into that certain Agreement for Purchase and Sale of Real Property dated as of the date hereof (the “Purchase
Agreement”), whereby Buyer will acquire from Purchaser the Property (as defined in the Purchase Agreement); Buyer will then
lease the Property to Seller pursuant to the Ground Lease (as defined in the Purchase Agreement); and Guarantor will deliver to Buyer
that certain Limited Recourse Carveout Guaranty (the “Guaranty”) and that certain Pledge and Security Agreement (the
“Pledge”), wherein Guarantor will pledge to Buyer as collateral security for the payment and performance of the Guaranteed
Obligations (as defined in the Pledge) a first priority security interest in the limited liability company interests of HOF Village Stadium,
LLC (“HOF Stadium LLC”);


 


WHEREAS, HOF Stadium
LLC owns a leasehold interest (the “Stadium Leasehold Interest”) in certain real property and improvements known as
the “Hall of Fame Stadium” located at 1835 Harrison Avenue NW, Canton, Ohio (the “Stadium”), pursuant to
that certain Project Lease dated as of February 26, 2016, and other related lease documents;


 


WHEREAS, Buyer’s
due diligence investigations of HOF Stadium LLC, the Stadium Leasehold Interest, and the Stadium remain ongoing as of the date hereof,
but Buyer is willing to proceed to the Closing under the Purchase Agreement so long as Seller enters into this Agreement; and


 


WHEREAS, all
capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.


 


NOW THEREFORE,
in consideration of the undertaking by Seller and Buyer to consummate the transactions contemplated by the Purchase Agreement and the
other documents and agreements contemplated thereby, Seller agrees with Buyer as follows:


 


 1. Put Right.




 


(a)   In
the event that Buyer, in its reasonable discretion, determines from Buyer’s review of third party reports (including title
commitment, survey, environmental reports, and zoning reports) or estoppel certificates that there is a material defect in the
status, condition, or sufficiency as collateral for the transactions described herein of HOF Stadium LLC, the Stadium Leasehold
Interest, the Stadium, or HOF Stadium LLC’s other assets, then Buyer shall have the right (the “Put Right”)
to cause the Seller to purchase the Property in accordance with the terms of this Section 1 by delivering a written notice to
Seller (a “Put Notice”) stating that Buyer intends to cause Seller to purchase the Property. Buyer must issue a
Put Notice, if at all, on or before November 30, 2022. In the event Buyer fails to issue a Put Notice by November 30, 2022, then
Buyer’s Put Right shall be deemed waived and shall be of no further force or effect. In the event Buyer issues any Put Notice
on or before November 30, 2022, then, on the date that is five (5) days following Seller’s receipt of a Put Notice, Seller
shall purchase the Property from Buyer on an as- is, where-is, with-all-faults basis (excluding only any liens or encumbrances
suffered through Buyer during its ownership) for an amount equal to the sum of (i) $50,000,000.00, and (ii) all of Buyer’s
reasonable and actual, out-of-pocket costs and expenses incurred in connection with the effectuation of the Put Right (the
“Put Purchase Price”). Any and all closing costs incurred by Buyer in connection with exercising its Put Right
pursuant to this Section 1, including, without limitation, recording fees, transfer taxes and Buyer’s reasonable
attorney’s fees, shall be paid by Seller at the closing of the transaction contemplated hereunder.


 






     


     


    

 


(b)   At
the closing occurring pursuant to the Put Right (the “Put Closing”), the parties will execute and deliver closing documents
in substantially similar form and substance to the closing documents delivered at the Closing under the Purchase Agreement, except that
Buyer and Seller shall terminate the Ground Lease, Pledge, and Guaranty, and Buyer shall promptly thereafter (i) submit terminations of
any UCC financing statements filed in connection therewith, and (ii) return to Seller any certificates evidencing the Pledged Company
Interests (as defined in the Pledge).


 


(c)   If
Seller defaults in its obligation to purchase the Property pursuant to the terms set forth in this Section 1, it shall be an immediate
Event of Default (as defined in the Ground Lease) under the Ground Lease entitling Buyer (as landlord) to pursue any and all remedies
under the Ground Lease, and Buyer shall, in addition to all other rights and remedies at law or in equity, be entitled to compel performance
pursuant to an action for specific performance hereunder.


 


2.   Mortgage.
In the event that Buyer determines that it would be better secured by a leasehold mortgage in its favor filed against the Stadium Leasehold
Interest, then Guarantor will cause HOF Stadium LLC to promptly (but in all events within thirty (30) days after Buyer’s request)
deliver a leasehold mortgage and customary related documents, all in form and substance reasonably satisfactory to Guarantor and Buyer.


 


 3. Easements.




 


(a) Seller
shall use commercially reasonable and continuous efforts to obtain and record with the Stark County Recorder releases and
terminations (the “Electric Easement Releases”) of the Electric Easements (as hereinafter defined). In the event
Buyer has not so obtained and recorded the Electric Easement Releases by August 7, 2023, then Buyer may pursue such Electric
Easement Releases at Seller’s cost (Seller to reimburse Buyer for such costs within thirty (30) days after an invoice
therefor), but neither such deadline nor such election by Buyer shall diminish Seller’s obligation under the first sentence of
this Section 3(a); provided, however, if Seller is unable to effectuate a release and termination of the Electrical Easements
by the aforementioned deadline, through no fault of Seller, then so long as Seller continues with continuous commercially reasonable
efforts to obtain such release and termination, the deadline shall be extended for an additional one hundred twenty (120) days.
“Electric Easements” means all of the following: (i) Easement to The Ohio Power Company, filed for record August
9, 1938, in Volume 1195, Page 383, of the Stark County, Ohio Records, (ii) Easement to The Ohio Power Company, filed for record
August 9, 1938, in Deed Book 1195, Page 384, of the Stark County, Ohio Records, (iii) Easement to The Ohio Power Company, filed for
record October 4, 1938, in Volume 1195, Page 436, of the Stark County, Ohio Records, (iv) Easement to The Ohio Power Company, filed
for record October 11, 1938, in Volume 1195, page 437, of the Stark County Records, Ohio Records, (v) Easement to The Ohio Power
Company, filed for record October 4, 1938, in Deed Book 1195, Page 438, of the Stark County, Ohio Records, (vi) Easement to The Ohio
Power Company, filed for record September 2, 1939, in Volume 1236, Page 564, of the Stark County, Ohio Records, (vii) Easement to
The Ohio Power Company, filed for record August 25, 1951, in Deed Book 1948, Page 383, of the Stark County, Ohio Records, and (viii)
Easement to The Ohio Power Company, filed for record August 25, 1951, in Deed Book 1948, Page 384, of the Stark County, Ohio
Records.


 






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(b)   Seller
shall use commercially reasonable and continuous efforts to agree with Ohio Power Company on the development of specific location maps
on the Property for that certain Easement to Ohio Power Company, filed for record September 15, 2022, in Instrument No. 202209150039089,
of the Stark County, Ohio Records (the “Blanket Easement”), such that the easement area for the Blanket Easement is
definitively described and illustrated on the Property, but in no event shall such easement area conflict with the improvements at the
Property. In the event Buyer has not finalized such maps by August 7, 2023, then Buyer may pursue such finalization at Seller’s
cost (Seller to reimburse Buyer for such costs within thirty (30) days after an invoice therefor), but neither such deadline nor such
election by Buyer shall diminish Seller’s obligation under the first sentence of this Section 3(b); provided, however, if
Seller is unable to modify the Blanket Easement, as it relates to the Property, by the aforementioned deadline, through no fault of Seller,
then so long as Seller continues with continuous commercially reasonable efforts to so modify the Blanket Easement, the deadline shall
be extended for an additional one hundred twenty (120) days. The parties acknowledge and agree that the Blanket Easement also encumbers
certain real property adjacent to the Property and there shall be no requirement for Seller to modify the Blanket Easement with respect
to such adjacent real property.


 


(c) Seller shall use
commercially reasonable and continuous efforts to complete the State of Ohio statutory procedure to release the Oil and Gas Leases
(as hereinafter defined) as dormant mineral interests. The parties acknowledge and agree that despite Seller’s commercially
reasonable efforts, the Oil and Gas Leases might not be subject to release pursuant to the Dormant Mineral Act and Seller’s
obligation for continuous efforts shall cease if and when such a determination is made. “Oil and Gas Leases”
means all of the following: (i) Oil and Gas Lease filed for record November 30, 1945 in Lease Book 81, Page 245 and rerecorded
November 1, 1946 in Volume 85, Page 129, of the Stark County, Ohio Records, (ii) Oil and Gas Lease filed for record November 30,
1945 in Lease Book 81, Page 247, of the Stark County, Ohio Records, (iii) Oil and Gas Lease filed for record November 30, 1945 in
Lease Book 81, Page 251, of the Stark County, Ohio Records, (iv) Oil and Gas Lease filed for record January 21, 1946 in Lease Book
81, Page 402, of the Stark County, Ohio Records, (v) Oil and Gas Lease filed for record February 11, 1946 in Lease Book 81, Page
501, of the Stark County, Ohio Records, (vi) Oil and Gas Lease filed for record February 14, 1946 in Volume 81, Page 533, of the
Stark County, Ohio Records, (vii) Oil and Gas Lease filed for record April 16, 1946 in Lease Book 82, Page 375, of the Stark County,
Ohio Records, (viii) Oil and Gas Lease filed for record June 5, 1946 in Volume 83, Page 149, of the Stark County, Ohio Records, (ix)
Oil and Gas Lease filed for record June 20, 1946 in Volume 83, Page 254, of the Stark County, Ohio Records, and (x) Oil and Gas
Lease filed for record June 17, 1947 in Lease Volume 88, page 363, of the Stark County Records.


 






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4.   Default;
Survival. If Seller defaults in its obligations under this Agreement by the applicable deadlines set forth in this Agreement, such
default shall be an immediate Event of Default under the Ground Lease entitling Buyer (as landlord) to pursue any and all remedies under
the Ground Lease. All matters set forth in this Agreement shall survive the Closing and delivery of the Deed.


 


5.   Notices.
All notices and other communications which may be or are required to be given or made by any party to the other in connection herewith
shall be in writing and shall be deemed to have been properly given on the date: (i) delivered in person; (ii) deposited in the United
States mail, registered or certified, return receipt requested; (iii) delivery via electronic mail to the addresses set forth below; or
(iv) deposited with a nationally recognized overnight courier, to the addresses set forth below. Such notices shall be deemed effective
upon receipt (or, if sent by e-mail, upon sending with no rejection thereof). Any address or name specified below may be changed by notice
given to the addressee by the other party in accordance with this Section 5. Anything to the contrary notwithstanding, if notice
cannot be delivered because of a changed address of which no notice was given as provided, above, or because of rejection or refusal to
accept any notice, then receipt of such notice shall be deemed to be as of the date of inability to deliver or rejection or refusal to
accept. Any notice to be given by any party may be given by the counsel for such party.


 


	 	Notice Address of Buyer:
	 	 
	 	HFAKOH001 LLC
	 	c/o Oak Street Real Estate Capital, LLC 

30 N. LaSalle St., Suite 4140
	 	Chicago, IL 60602
	 	Attn: Asset Management
	 	Email: oakstreetAM@blueowl.com
	 	 
	 	With a copy to:
	 	 
	 	Kirkland & Ellis LLP 300 North LaSalle
	 	Chicago, Illinois 60654
	 	Attn: David A. Rosenberg, P.C. and David P. Stanek
	 	Email: david.rosenberg@kirkland.com and david.stanek@kirkland.com
	 	 
	 	Notice Address of Seller and Guarantor:
	 	 
	 	c/o HOF Village Newco, LLC 

2014 Champions Gateway
	 	Canton, OH 44708 

Attn: General Counsel
	 	Email: Tara.charnes@hofvillage.com
	 	 
	 	With a copy to:
	 	 
	 	Walter Haverfield LLP

 1301 East Ninth Street

 Suite 3500

 Cleveland, Ohio 44114-1821

 Attn: Nick Catanzarite 

Email: ncatanzarite@walterhav.com



 






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6.   Binding
on Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


 


7.   Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement.


 


8.   GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED UNDER AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS, AS OPPOSED TO THE CONFLICT
OF LAWS PROVISIONS, OF THE STATE OF NEW YORK.


 


9.   No
Waiver. The waivers and consents contained in this Agreement are limited to the specifics hereof, shall not apply with respect to
any facts or occurrences other than those on which the same are based, shall not excuse future non-compliance with the Purchase Agreement,
Ground Lease, or any other instruments or agreements relating to the transactions described herein, and, except as expressly set forth
herein, shall not operate as a waiver or an amendment of any right, power or remedy of Seller or Buyer, nor as a consent to any further
or other matter, under the Purchase Agreement, Ground Lease, any other instruments or agreements relating to the transactions described
herein. No waiver, and no modification or amendment of any provision of this Agreement shall be effective unless specifically made in
writing and duly signed by the party purportedly making such waiver.


 


10.   Counterparts.
This Agreement may be delivered by facsimile and executed in one or more counterparts and by different parties in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original, but all of which counterparts taken together shall constitute
but one and the same Agreement.


 


11.   Titles.
Paragraph and subparagraph titles, captions and headings herein are inserted only as a matter of convenience and for reference, and in
no way define, limit, extend or describe the scope of this Agreement or the intent of any provisions hereof.


 


12. Acknowledgment.
Seller and Buyer affirm and acknowledge that this Agreement constitutes a Closing Document (as defined in the Purchase Agreement)
and any reference to the Closing Documents under the Purchase Agreement contained in any notice, request, certificate or other
document executed concurrently with or after the execution and delivery of this Agreement shall be deemed to include this Agreement
unless the context shall otherwise specify.


 


[NO FURTHER TEXT ON PAGE]


 






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IN WITNESS WHEREOF, the parties
have caused this Agreement to be executed by their duly authorized officers as of the date set forth above.


 


	 	SELLER:
	 	 
	 	HOF VILLAGE WATERPARK, LLC, a
	 	Delaware limited liability company
	 	 
	 	By:	 /s/ Michael Crawford
	 	Name: 	Michael Crawford
	 	Title: 	President and Chief Executive Officer



 






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	 	BUYER:
	 	 
	 	HFAKOH00l LLC, a Delaware limited liability company
	 	 
	 	By: 	/s/ Michael Reiter
	 	Name:  	Michael Reiter
	 	Title: 	Authorized Officer



 






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	 	GUARANTOR:
	 	 
	 	HOF VILLAGE NEWCO, LLC,
	 	a Delaware limited liability company
	 	 
	 	By: 	/s/ Michael Crawford
	 	Name: 	 Michael Crawford
	 	Title: 	President and Chief Executive Officer



 


 


 


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