Exhibit 10.7


 





	 	11111
                                            Santa Monica Boulevard


Suite
800

Los
Angeles, CA 90025 www.industrialrealtygroup.com



 


October
24, 2022


 


Michael
Crawford


Hall of Fame Village


2014
Champions Gateway


Canton,
OH 447708


 


		Re:	Commitment
                                            to Lend- Construction Loan for Hotel



Hall
of Fame Village Powered by Johnson Controls, Canton, Ohio


 


Dear
Mr. Crawford:


 


The
following commitment to lend sets forth an outline of the preliminary loan terms for a proposed financing to be arranged or provided
by Lender. The loan has been approved by Lender’s Credit Committee, and no further approvals or consents are required except as set forth
herein.


 


Summary
of Principal Terms


 


	Lender:	Industrial
                                            Realty Group, Inc. (“Lender”) or an affiliated entity selected by Lender.
	 	 
	Borrower:	HOF
                                            Village Hotel WP, LLC, a Delaware limited liability company (“Borrower”),
                                            a single-purpose, bankruptcy remote entity.


	 	 
	Guarantor(s):	Hall
                                            of Fame Resort & Entertainment Company (“Guarantor”).
	 	 
	Property:	Approximately
                                            1.64 acres of land located in the Hall of Fame Village, Canton, Ohio, 44708 (the “Property”),
                                            to be developed with an approximately 180-room family hotel (the “Project”).
                                            The Project will be located adjacent to the indoor water park facility presently under construction.
	 	 
	Loan
Purpose:	Financing
                                            a portion of the Borrower’s costs and expenses in connection with the ground-up development
                                            of the Project, pursuant to standard and customary mutually acceptable documentation (the
                                            “Facility Documentation”).



 


	Total
Loan Amount:	$28,000,000
                                            (the “Loan” or “Total Loan Amount”).



 


	Target
Closing Date: 	TBD,
                                            but no later than March 31, 2023.



 




     


     

    

 





	 	11111
                                            Santa Monica Boulevard


Suite
800

Los
Angeles, CA 90025 www.industrialrealtygroup.com



 


	Loan
Term:	Two
                                            (2) year term with one (1) option to extend for twelve (12) months, subject to standard extension
                                            conditions.



 


	Collateral:	The
                                            collateral for the Loan shall include, without limitation: (a) a first priority perfected
                                            mortgage encumbering the Property; (b) a first priority perfected assignment of leases and
                                            rents with respect to the Property; (c) a first priority perfected assignment of all permits,
                                            licenses, entitlements, approvals, and contracts with respect to the Property; (d) UCC-1
                                            financing statements (all personal property, fixture filing and accounts and reserves); (e)
                                            equity pledge; and (f) all other agreements and assurances customary in similar financings
                                            by Lender.



 


	Interest
Rate:	The
                                            Loan will bear interest at a variable rate per annum equal to the one month Term SOFR plus
                                            6% (“Interest Rate”). SOFR floor subject to the greater of (a) 4% and (b)
                                            prevailing SOFR at Loan closing.



 


	Origination
Fee:	1%
                                            of the Total Loan Amount, payable in full at closing.



 


	Amortization:	Interest
only during the initial 2-year term; 25-year amortization during the extension term, if applicable.



 


	Recourse:	Full
recourse to the Borrower and Guarantor.



 


	Events
of Default:	 Usual and customary for loan transactions of this type and size.



 


	General Closing
    Requirements:	The requirements which must be satisfied prior to closing shall include, among other things, the following:


 


		(a)	Receipt
of (i) the appraisal; (ii) a “Phase I” environmental site assessment and, if required by the Lender, a “Phase II”
environmental site assessment; and (iii) an engineering report.



 


		(b)	A
satisfactory “plan and cost” review report from Lender’s consultant, after reviewing the Project Costs and the construction
documents.



 


		(c)	Fully
executed definitive Facility Documentation including, but not limited to, a mortgage note, the mortgage, a building loan agreement (and,
if applicable, a project loan agreement), the other collateral documents, the guarantees, the environmental indemnity, assignments
of the third party documents, and all other documents pertaining to the Loan, made by Borrower and/or any Guarantors in favor of, with
or for the benefit of, Lender.






 






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	 	11111
                                            Santa Monica Boulevard


Suite
800

Los
Angeles, CA 90025 www.industrialrealtygroup.com



 


		(d)	Approval
                                            of general contractor and the Guaranteed Maximum Price contract.



 


		(e)	Evidence
                                            of proper zoning and permitting and certificates of occupancy (if applicable).



 


		(f)	Proof
                                            of (i) “special form” insurance (including flood, hurricane, earthquake, fire,
                                            and other casualty insurance, if deemed applicable) for the full replacement value of the
                                            buildings, structures, and other improvements located on the Property, naming the Lender
                                            as lender loss payee and mortgagee, (ii) commercial general liability insurance with respect
                                            to the Property, (iii) builders risk insurance, and (iv) workman’s compensation insurance,
                                            naming the Lender as an additional insured, in such amounts as may be required by the Lender,
                                            in its sole and absolute discretion.



 


		(g)	Opinions
                                            in form, scope, content and from counsel for the Borrower and Guarantor acceptable to Lender
                                            and subject to such assumptions and qualifications as may be acceptable to Lender.



 


		(h)	Such
                                            other requirements as may be requested by the Lender.



 


	Representations And Warranties / Covenants:	Usual and customary for loan transactions of this type.


 


	Information Sharing:	Borrower and Lender shall be authorized to disseminate
any and all information it obtains in connection with the Loan, including, without limitation, any credit and other information with
respect to the Borrower and the Guarantors and their respective affiliates to any employee, agent, attorney, accountant, advisor, assignee,
investor or prospective assignee or investor, any rating agency, any affiliate of the Lender, any federal or state regulatory entity
having jurisdiction over the Lender and to any other person or entity the Lender or Borrower deems necessary or appropriate in connection
with the closing of the Loan, provided that any such third parties are bound by confidentiality and subject to SEC public company disclosure
requirements.


 


	Expenses:	The Borrower will pay all out-of-pocket and documented
costs incurred by Lender in connection with the Loan, funding of the Loan or any extension of the Loan, including, but not limited to,
the following: title review, insurance fees, mortgage recording fees, processing and third-party underwriting fees, the costs of third-party
reports, Lender’s out-of-pocket legal costs, travel and any other due diligence costs.


 


[Signatures
contained on the following page]


 






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	 	11111
                                            Santa Monica Boulevard


Suite
800

Los
Angeles, CA 90025 www.industrialrealtygroup.com



 


If
this letter meets with your agreement, please sign and return. If this letter is not executed and delivered to Lender on or before November
15, 2022, the Lender’s willingness to proceed under the terms hereof shall automatically terminate and this letter and the summary of
principal terms shall be of no further force or effect.


 


Very
truly yours,


 


INDUSTRIAL
REALTY GROUP, INC.,


a
Nevada limited liability company


 


	By:	 /s/ John A. Mase	 
	Name:  	John A. Mase	 
	Title: 	Chief Executive Officer	 



 


AGREED
AND ACCEPTED BY:


 


Borrower:


 


HOF
Village Hotel WP, LLC


 


	By: 	/s/ Michael Crawford	 
	Name:  	Michael Crawford	 
	Title: 	President and Chief Executive Officer	 
	Date: 	November 3, 2022	 


 


Guarantor:


 


Hall
of Fame Resort & Entertainment Company


 


	By: 	/s/ Michael Crawford	 
	Name:  	Michael Crawford	 
	Title:	 President and Chief Executive Officer	 
	Date: 	November 3, 2022	 


 


 


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