Exhibit 10.6


 


PURCHASE OPTION AGREEMENT


 


This PURCHASE OPTION
AGREEMENT (this “Agreement”) is made as of November 7, 2022 (the “Effective Date”), by and among
HFAKOH001 LLC, a Delaware limited liability company (“Landlord”), and HOF VILLAGE WATERPARK, LLC, a Delaware
limited liability company (“Tenant”).


 


RECITALS


 


WHEREAS, Landlord
and Tenant have entered into that certain Lease Agreement dated as of the date hereof (the “Ground Lease”), relating
to that certain real property described in Exhibit A attached hereto and made a part hereof (the “Property”);


 


WHEREAS, Landlord
desires to give Tenant the right to purchase Landlord’s right, title, and interest in the Property, if any, pursuant to the terms
and conditions hereof.


 


NOW THEREFORE, for
and in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


 1. Purchase Option.




 


(a) Grant
of Purchase Option. Landlord hereby grants Tenant the option to purchase Landlord’s right, title, and interest, if any, in the
Property (the “Purchase Option”), subject to and in accordance with the terms and conditions of this Agreement.


 


(b) Term
of Purchase Option. Tenant may only exercise the Purchase Option by providing written notice to Landlord during the period beginning
on December 1, 2027 and ending on November 30, 2034 (the “Option Period”), which written notice shall state that Tenant
irrevocably exercises its right to purchase the Property in accordance with the terms of this Agreement (such notice, the “Exercise
Notice”); provided, however, that if any monetary Event of Default (as described in Section 23(i) of the Ground Lease) is continuing,
Tenant shall not have the right to exercise the Purchase Option or issue any Exercise Notice, and any Exercise Notice issued by Tenant
during the continuance of such monetary Event of Default shall be ineffective, null, and void. Tenant’s failure to deliver to Landlord
an Exercise Notice during the Option Period shall result in an automatic termination of the Purchase Option without the need of any documentation
thereof, but Tenant shall promptly execute and deliver any documents reasonably requested by Landlord to further evidence such termination.


 


(c) Option
Closing. The closing of the conveyance of the Property to Tenant pursuant to Tenant’s exercise of the Purchase Option (the “Option
Closing”) shall occur on the date that is thirty (30) days after Landlord’s receipt of a validly-issued Exercise Notice,
or such earlier date as Landlord and Tenant may mutually agree (such date, the “Option Closing Date”). The Closing
shall be conducted through a customary, New York style escrow arrangement between the parties and a nationally-recognized title insurance
company selected by Landlord and reasonably approved by Tenant (the “Escrow Agent”), or such other place or manner
as the parties hereto may mutually agree.


 




     


     


    

 


(d) Purchase
Price. The purchase price for the Property (the “Purchase Price”) shall be an amount equal to the result of the
following formula: the then-current annual Base Rent under the Ground Lease divided by 0.075. The Purchase Price, as adjusted by the prorations
and credits set forth in Section 1(e) below, shall be paid by Tenant to Landlord by wire transfer of immediately available funds
on the Option Closing Date.


 


 (e) Prorations; Closing Costs.




 


(i) As
all items of income and expense are the responsibility of Tenant under the Ground Lease, and there shall be no prorations of taxes, assessments,
utilities, or other expenses; provided, however, that Tenant shall receive a credit against the Purchase Price for any prepaid rents under
the Ground Lease that are attributable to the period after the Option Closing Date.


 


(ii) At
the Option Closing, Landlord shall pay: (1) one half of any customary escrow fees, (2) the recording costs for the removal of any mortgages,
assignments of leases and rents, and financing statements arising through Landlord, and (3) Landlord’s attorneys’ fees. At
the Option Closing, Tenant shall pay all other amounts necessary for the consummation of the Option Closing, including, without limitation
(1) one half of any customary escrow fees, (2) the recording costs of any liens or encumbrances other than as described above, (3) Tenant’s
attorneys’ fees, (4) all state, county, local, and municipal transfer taxes payable in connection with the conveyance of the Property
at the Option Closing, (5) all fees and other amounts charged by any state, county, local, or municipal agency in connection with any
requirements related to the recording of the Deed (as hereinafter defined) or the consummation of the transfer of the Property at the
Option Closing, and (6) any surveys, title policies, or other due diligence reports or other deliverables undertaken by Tenant.


 


 (f) Option Closing Documents.




 


(i) At
the Option Closing, Landlord shall deliver to Tenant the following documents, executed and notarized as applicable:


 


(1) one
(1) original deed in the form attached hereto as Exhibit B, from the Landlord to Tenant conveying the Property to Tenant, subject
to all matters of record (the “Deed”);


 


(2) one
(1) original termination of lease and memorandum of lease in the form attached hereto as Exhibit C (the “Lease Termination”);


 


(3) one
(1) copy of an assignment of intangible property in the form attached hereto as Exhibit D (the “Assignment of Intangible
Property”);


 


(4) one (1)
copy of a settlement statement setting forth the Purchase Price, all prorations and other adjustments to be made pursuant to the terms hereof, and the funds required for the Option Closing
as contemplated hereunder (the “Settlement Statement”);


 




    2


     


    

 


(5) all
transfer tax statements, declarations, residency certifications, filings, and notices as may be necessary or appropriate for purposes
of recordation of the Deed; and


 


(6) an
owner’s affidavit in a customary and reasonable form provided by Landlord.


 


(ii) At
the Option Closing, Tenant shall deliver to Landlord the following, executed and notarized as applicable:


 


(1) the
Purchase Price, as adjusted by the prorations and credits set forth in Section 1(e) above;


 


 (2) one (1) original of the Lease Termination;




 


 (3) one (1) copy of the Assignment of Intangible Property;




 


 (4) one (1) copy of the Settlement Statement; and




 


(5) all
transfer tax statements, declarations, residency certifications, filings, and notices as may be necessary or appropriate for purposes
of recordation of the Deed.


 


(g) Conditions
to Landlord’s Obligations. The obligation of Landlord to consummate the Option Closing shall be subject to the condition precedent
of Tenant delivering all of the items required to be delivered by Tenant under Section 1(f)(ii) above and otherwise complying with
the terms of this Agreement. If any condition set forth in this Section 1(g) is not satisfied as of the Option Closing Date (or
waived in writing by Landlord), then Landlord may, at its option, terminate this Agreement, and the Purchase Option shall automatically
terminate and be of no further force or effect, but Tenant shall promptly execute and deliver any documents reasonably requested by Landlord
to further evidence such termination.


 


(h) Conditions
to Tenant’s Obligations. The obligation of Tenant to consummate the Option Closing shall be subject to the condition precedent
of Landlord delivering all of the items required to be delivered by Landlord under Section 1(f)(i) above and otherwise complying
with the terms of this Agreement. If any condition set forth in this Section 1(h) is not satisfied as of the Option Closing Date
(or waived in writing by Tenant), then Tenant may, at its option and as its sole and exclusive remedy, pursue the remedy of specific performance.


 


(i) Title
Insurance. Tenant may, at its sole cost and expense, pursue a title insurance policy for the conveyance of the Property pursuant to
this Agreement, but such title insurance policy shall not be a condition or requirement
for the Option Closing and shall in no event delay the Option Closing Date.


 




    3


     


    

 


(j) As-is.
TENANT ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THOSE MATTERS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER LANDLORD, NOR ANY AGENT OR
REPRESENTATIVE OF LANDLORD HAS MADE, AND LANDLORD IS NOT LIABLE OR RESPONSIBLE FOR OR BOUND IN ANY MANNER BY, ANY EXPRESS OR IMPLIED REPRESENTATIONS,
WARRANTIES, COVENANTS, AGREEMENTS, OBLIGATIONS, GUARANTEES, STATEMENTS, INFORMATION OR INDUCEMENTS PERTAINING TO THE PROPERTY OR ANY PART
THEREOF, TITLE TO THE PROPERTY, THE PHYSICAL CONDITION THEREOF, THE FITNESS AND QUALITY THEREOF, THE VALUE AND PROFITABILITY THEREOF,
OR ANY OTHER MATTER OR THING WHATSOEVER WITH RESPECT THERETO. TENANT ACKNOWLEDGES, AGREES, REPRESENTS AND WARRANTS THAT, AS OF THE OPTION
CLOSING DATE, IT WILL HAVE HAD SUCH ACCESS TO THE PROPERTY AND SUCH OTHER MATTERS AND TO INFORMATION AND DATA RELATING TO ALL OF SAME
AS TENANT HAS CONSIDERED NECESSARY, PRUDENT, APPROPRIATE OR DESIRABLE FOR THE PURPOSES OF THIS TRANSACTION AND, WITHOUT LIMITING THE FOREGOING,
THAT TENANT AND ITS AGENTS AND REPRESENTATIVES WILL HAVE INDEPENDENTLY INSPECTED, EXAMINED, INVESTIGATED, ANALYZED AND APPRAISED ALL OF
SAME. WITHOUT LIMITING THE FOREGOING, TENANT ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER LANDLORD
NOR ANY SHAREHOLDER, MEMBER, DIRECTOR, OFFICER, EMPLOYEE, AGENT OR REPRESENTATIVE OF LANDLORD IS LIABLE OR RESPONSIBLE FOR OR BOUND IN
ANY MANNER BY (AND TENANT HAS NOT RELIED UPON) ANY VERBAL OR WRITTEN OR SUPPLIED REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS, OBLIGATIONS,
GUARANTEES, STATEMENTS, INFORMATION OR INDUCEMENTS PERTAINING TO THE PROPERTY OR ANY PART THEREOF, AND ANY OTHER INFORMATION RESPECTING
SAME FURNISHED BY OR OBTAINED FROM LANDLORD OR ANY AGENT OR REPRESENTATIVE OF LANDLORD. TENANT ACKNOWLEDGES AND AGREES THAT, EXCEPT AS
OTHERWISE PROVIDED IN THIS AGREEMENT, TENANT IS PURCHASING THE PROPERTY IN ITS “AS IS”, “WHERE IS”, “WITH
ALL FAULTS” CONDITION.


 


2. Broker’s
Commission. Each party hereto represents and warrants to the other that it has not engaged the services of or had contacts with any
licensed real estate broker or finder in connection with the Purchase Option in a manner sufficient to provide any such real estate broker
or finder with a basis for claiming to be the procuring cause of the transactions contemplated by this Agreement, and each party shall
indemnify, defend and hold the other harmless of and from any obligation to pay a commission or finder’s fee to any such broker
or finder based upon contacts between any such person and the indemnifying party, together with any other costs or expenses, including
reasonable attorneys’ fees, incurred by the indemnified party in connection with such claim. This Section 2 shall survive the Option Closing
and delivery of the Deed hereunder, or any earlier termination of this Agreement.


 




    4


     


    

 


3. Personal to
Original Tenant; Successors and Assigns. Notwithstanding anything set forth in this Agreement to the contrary, the Purchase Option
shall be personal to the originally- named Tenant herein and may only be exercised by the originally-named Tenant herein, and may not
be exercised by any other assignee, sublessee, licensee or other transferee under a Transfer (as defined in the Ground Lease) of the
originally-named Tenant’s interest in this Ground Lease. Tenant shall not assign or otherwise Transfer this Agreement without the
prior written consent of Landlord, which may be given or withheld in Landlord’s sole discretion. Subject to the foregoing, the
terms, covenants and conditions herein contained shall be binding upon and inure to the benefit of the successors and assigns of the
parties hereto.


 


4. LLC
Transfer Structure. Landlord shall, at Tenant’s request given at the time of the Exercise Notice, cause title to the Property
to be conveyed to a to-be-formed single-member Ohio limited liability company, with Landlord being the only member of such company (the
“Sale Company”). If so requested, at Closing, Landlord shall transfer to Tenant (i) all of such Landlord’s right,
title and interest in and to the membership units of the Sale Company free and clear of all liens, claims and encumbrances pursuant to
an Assignment of Membership Interest agreement, and (ii) furnish to Tenant a copy of the articles of organization of the Sale Company
and execute and deliver to Tenant the operating agreement reflecting Landlord’s ownership of the Sale Company prior to assignment
of the membership units to Tenant. The content, preparation, and filing of all documents related to the organization and formation of
the Sale Company shall be in and form and manner mutually agreeable to both Landlord and Tenant.


 


5. Failure
to Close. In the event that Tenant delivers an Exercise Notice, but thereafter fails to consummate the Option Closing in accordance
with the terms and conditions of this Agreement, then Tenant shall, within ten (10) days of such failure, reimburse Landlord for Landlord’s
actual, out-of-pocket costs incurred in preparing for the Option Closing.


 


6. 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:


 


If to Landlord:


 


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


 






    5


     


    

 


If to Tenant:


 


HOF Village Waterpark, 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


 


Such notices shall be deemed effective
upon receipt. Any address or name specified above may be changed by notice given to the addressee by the other party in accordance with
this Section 6. 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.


 


7. Time
of Essence. Time is of the essence with respect to the provisions of this Agreement. In the event that any deadline set forth in this
Agreement occurs on a day which is a Saturday, Sunday or legal holiday in the State of Ohio, then such deadline shall be extended to the
next day which is not a Saturday, Sunday or legal holiday in the State of Ohio.


 


8. No
Recording; Confidential. Neither party hereto shall record this Agreement or any memorandum or memorialization hereof with any governmental
entity, and shall otherwise keep this Agreement and the terms hereof strictly confidential; provided, however, that each party hereto
may disclose the terms of this Agreement to (i) its employees, consultants, agents, existing and prospective investors, existing and prospective
lenders, accountants, attorneys, and other advisors on a “need to know” basis, provided that the disclosing party shall advise
such recipients to keep the disclosed information strictly confidential and use commercially reasonable efforts to cause such recipients
to keep such information strictly confidential, (ii) as may be required by applicable law, and (iii) in connection with any legal proceedings
where the terms of this Agreement are required to be disclosed, but only to the extent required, by court order or lawful subpoena or pursuant to applicable law,
regulation, or self-regulatory organization rules. The provisions of this Section 8 shall survive the Option Closing and delivery
of the Deed, or any earlier termination of this Agreement.


 




    6


     


    

 


9. Prevailing
Parties. In any action between Landlord and Tenant as a result of failure to perform or a default under this Agreement, the prevailing
party shall be entitled to recover from the other party, and the other party shall pay to the prevailing party, the prevailing party’s
reasonable attorneys’ fees and disbursements and court costs incurred in such action.


 


10. Waiver
of Trial by Jury. THE RESPECTIVE PARTIES HERETO SHALL AND HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT,
OR FOR THE ENFORCEMENT OF ANY REMEDY GRANTED IN THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY LANDLORD AND
TENANT, EACH OF WHOM HEREBY ACKNOWLEDGES THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER
OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. LANDLORD AND TENANT EACH FURTHER REPRESENT THAT IT HAS BEEN REPRESENTED
IN THE SIGNING OF THIS AGREEMENT IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT
HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.


 


11. Entire
Agreement; Modifications. This Agreement contains the entire understanding of the parties hereto with respect to the subject matter
hereof, and no prior or other written or oral agreement or undertaking pertaining to any such matter shall be effective for any Purpose.
This Agreement may not be amended or modified, nor may any obligation hereunder be waived, orally, and no amendment, modification or waiver
shall be effective for any purpose unless it is in writing and signed by the party against whom enforcement thereof is sought.


 


12. Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become
a binding agreement when one or more counterparts have been signed by each of the parties and delivered to the other party. Signatures
on this Agreement which are transmitted by electronically shall be valid for all purposes.


 


13. No
Joint Venture. Nothing set forth in this Agreement shall be construed to create a joint venture between Landlord and Tenant.


 


14. Exculpation.
Notwithstanding anything to the contrary in this Agreement, no present or future direct or indirect principal, trustee, officer, director,
shareholder, employee, agent, manager, member or partner of Landlord or Tenant or their respective affiliates shall have any personal
liability, directly or indirectly, with respect to any of the obligations contained in this Agreement, and each party hereto, on its own
behalf and on behalf of its successors and assigns and any other party claiming through such party, hereby waives any such personal liability
against such parties. The provisions of this Section 14 shall
survive the Closing and delivery of the Deed, or any earlier termination of this Agreement.


 


15. Applicable
Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio.


 


[SIGNATURE PAGES FOLLOW]


 




    7


     


    

 


IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the Effective Date.


 


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



 




    8


     


    

 


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



 



    9


     


    

 


EXHIBIT A


 


Legal Description


 


Situated in the City of Canton, Stark County, State of Ohio,
being all of O.L. 1469 on that certain HOF Village Replat recorded in the Office of the Recorder of Stark County as Instrument Number
202203250013418, containing 4.9282 acres, more or less.


 


APN: 10014331


 




    10


     


    

 


EXHIBIT B


 


Deed


 


LIMITED WARRANTY DEED


 


KNOW ALL MEN BY THESE PRESENTS: That
HFAKOH001, LLC, a Delaware limited liability company, whose mailing address is 30 North LaSalle Street, Suite 4140, Chicago, IL 60602,
Attn: Asset Management (“Grantor”), for valuable consideration paid, grants, with limited warranty covenants,
to [                ], a Delaware limited liability
company (“Grantee”), whose tax- mailing address is [                  ], certain real property located in the County
of Stark, and State of Ohio, being more particularly described on Exhibit A attached hereto and made a part hereof (the “Property”),
together with all rights and appurtenances pertaining thereto, including any and all rights of Grantor in and to all oil, gas and other
minerals, air and development rights, roads, alleys, easements, streets and ways adjacent to the Property, rights of ingress and egress
thereto, any strips and gores within or bounding the Property and in profits or rights or appurtenances pertaining to the Property, and
together with the buildings and all other improvements, structures and fixtures placed, constructed or installed on the Property.


 


The Property is conveyed subject to, and
there are hereby excepted from the limited warranty covenants of Grantor, all matters of record.


 


Prior Instrument Reference: File No.
[                 ] of the Stark County,
Ohio Records.


 


[Signature and Acknowledgment Page Follows]


 




    11


     


    

 


EXECUTED as of this       
day of                       ,
20     .


 


	 	HFAKOH001, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	                  
	 	Name:	 
	 	Title:	 



 


	STATE OF	)
	 	) SS:
	COUNTY OF	)



 


The foregoing instrument
was acknowledged before me this      day of                          ,
20     by                                 ,
the                                       of HFAKOH001, LLC, a Delaware limited liability company, on behalf of the company.


 


	 	 	 
	 	 	 
	 	 	Notary Public
	 	 	 
	My Commission Expires:	 	Print Name of Notary
	 	 	 
	 	 	 



 


This Instrument Prepared by:


Kirkland & Ellis LLP


300 North LaSalle Street


Chicago, Illinois 60654


Attn: David A. Rosenberg, P.C.


 




    12


     


    

 


Exhibit A


 


Legal Description


 


Situated in the City of Canton, Stark
County, State of Ohio, being all of O.L. 1469 on that certain HOF Village Replat recorded in the Office of the Recorder of Stark County
as Instrument Number 202203250013418, containing 4.9282 acres, more or less.


 


APN: 10014331


 




    13


     


    

 


EXHIBIT C


 


Termination of Lease and Memorandum
of Lease


 


THIS INSTRUMENT PREPARED BY,


AND RECORD AND RETURN TO:


 


Kirkland & Ellis LLP


300 North LaSalle


Chicago, IL 60654


ATTN: David A. Rosenberg, P.C.


 


TERMINATION OF LEASE AND MEMORANDUM
OF LEASE


 


	 	Grantor:	HFAKOH001 LLC, a Delaware limited liability company (Landlord)
	 	 	 
	 	Grantee:	HOF Village Waterpark, LLC (Tenant) 
	 	 	 
	 	Legal Description:	See legal description on Exhibit A
	 	 	 
	 	Assessor’s Tax Parcel No.	10014331



 


THIS TERMINATION
OF LEASE AND MEMORANDUM OF LEASE (this “Memorandum”) is made as of this          
day of        , 20     , by and between HFAKOH001 LLC,
a Delaware limited liability company (“Landlord”), and HOF VILLAGE WATERPARK, LLC, a Delaware limited liability company
(“Tenant”).


 


WHEREAS, Landlord
is the owner of that certain real property described in Exhibit A attached hereto and made a part hereof (the “Property”).


 


WHEREAS, Tenant leases
the Property from Landlord pursuant to that certain Lease Agreement dated as of November 7, 2022 (as amended, supplemented or otherwise
modified from time to time, the “Lease”), a memorandum of which was recorded on [] as Instrument No. []
with the Recorder’s Office of Stark County, Ohio (as amended, supplemented or otherwise modified from time to time, the “Memorandum
of Lease”).


 


WHEREAS, Landlord
and Tenant desire to terminate the Lease on the terms and conditions in this Agreement.


 




    14


     


    

 


NOW, THEREFORE, in
consideration of the premises and the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Landlord and Tenant agree as follows:


 


1. Termination
of Lease. Landlord and Tenant unconditionally and irrevocably (except as set forth herein) agree that, as of the Effective Date:


 


(a) the
Lease and the Memorandum of Lease shall terminate and be of no further force or effect; and


 


(b) each
of Landlord and Tenant will have no further obligations, duties or liabilities under the Lease, except such obligations that expressly
survive the termination of the Lease.


 


2. Entire
Agreement. This Agreement contains all of the agreements of the parties hereto with respect to the subject matter hereof and no
prior agreement, understanding, or representation pertaining to any such matter shall be effective for any purpose. No provision of this
Agreement may be amended except by an express agreement in writing signed by the parties hereto.


 


3. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which shall constitute
one document.


 


4. Successor
and Assigns. This Agreement will be binding upon Landlord, Tenant and their successors and assigns.


 


5. Governing
Law. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio, without regard to the
conflicts of laws principles thereof.


 


6. Electronic
Signatures. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed
to have the same legal effect as delivery of an original signed copy of this Agreement.


 


[Signature Pages Follow]


 




    15


     


    

 


IN WITNESS WHEREOF, Landlord and Tenant
have duly executed this Termination of Lease and Memorandum of Lease as of the day and year first above written.


 


	 	LANDLORD:
	 	 
	 	HFAKOH001 LLC, a Delaware limited liability company
	 	 	 
	 	By:	                 
	 	Name:	 
	 	Title:	 



 


	STATE OF _____________	) 
	COUNTY OF ___________	)



 


I, the undersigned authority, a Notary Public in and for
said County in said State, hereby certify that , whose name as  of HFAKOH001 LLC, a Delaware limited liability
company, is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of
the contents of said instrument, he, as such [officer] and with full authority, executed the same voluntarily for and as the act of
said limited liability company, acting in its capacity as  of said limited liability company as aforesaid.


 


Given under my hand and official seal, this          
day of                    ,
20    .


 


	 	 
	 	Notary Public



 


AFFIX SEAL


 


My commission expires:                                                                   


 




    16


     


    

 


IN WITNESS WHEREOF, Landlord and Tenant
have duly executed this Memorandum of Lease Agreement as of the day and year first above written.


 





	 	TENANT:
	 	 
	 	HOF VILLAGE WATERPARK, LLC, a Delaware limited liability company
	 	 	 
	 	By:	                 
	 	Name:	 
	 	Title:	 


 


	STATE OF _____________	) 
	COUNTY OF ___________	)


 


I, the
undersigned authority, a Notary Public in and for said County in said State, hereby certify that , whose name as 
of HOF VILLAGE WATERPARK, LLC, a Delaware limited liability company, is signed to the foregoing instrument, and who is known to me,
acknowledged before me on this day that, being informed of the contents of said instrument, he, as such  and with full
authority, executed the same voluntarily for and as the act of said limited liability company, acting in its capacity as of said
limited liability company as aforesaid.


 


Given under my hand and official seal, this          
day of                    ,
20    .


 


	 	 
	 	Notary Public



 


AFFIX SEAL


 


My commission expires:                                                                   


 



    17


     


    

 


EXHIBIT A


 


Legal Description of Premises


 


Situated in the City of Canton, Stark
County, State of Ohio, being all of O.L. 1469 on that certain HOF Village Replat recorded in the Office of the Recorder of Stark County
as Instrument Number 202203250013418, containing 4.9282 acres, more or less.


 


APN: 10014331


 




    18


     


    

 


EXHIBIT D


 


Assignment
of Intangible Property


 


ASSIGNMENT OF INTANGIBLE PROPERTY


 


THIS ASSIGNMENT
OF INTANGIBLE PROPERTY (this “Assignment”) is made as of                             ,
20     (the “Effective Date”) by and between HFAKOH001 LLC, a Delaware limited
liability company (“Assignor”), and HOF VILLAGE WATERPARK, LLC, a Delaware limited liability company
(“Assignee”).


 


WITNESSETH:


 


WHEREAS, pursuant
to that certain Purchase Option Agreement dated as of November 7, 2022 (the “Purchase Agreement”) by and between
Assignor, as seller, and Assignee, as buyer, Assignor granted Assignee an option to purchase the Property (as hereinafter defined) upon
the terms and conditions set forth therein;


 


WHEREAS,
Assignee has elected to exercise such option, and accordingly Assignor shall convey to Assignee, and Assignee has agreed to accept
from Assignor, all of Assignor’s right, title and interest in and to the real property, and (i) all structures and
improvements owned by Seller and located on such land, (ii) any and all right, title and interest of Seller in and to all
privileges, rights, options, easements, hereditaments, entitlements and appurtenances thereto belonging, and (iii) any and all
right, title and interest of Seller in and to any streets, alleys, passages and other rights-of-way included therein or adjacent
thereto (before or after any vacation thereof), owned by Assignor and commonly known by the address of 2301 George Halas Drive NW,
Canton, Ohio 44178 (the “Property”); and


 


WHEREAS, pursuant
to the terms of the Purchase Agreement, Assignor is required to execute and deliver this Assignment in order to facilitate the assignment
of all right, title and interest of Seller, to all intangible property and assets relating to the Property, including, without limitation,
all licenses, permits, entitlements, bonds, development rights, approvals, authorizations, certificates of occupancy, utility agreements,
plans, specifications, site plans, surveys, schematics, indemnities, warranties, and guaranties (individually or collectively, as the
context may require, the “Intangible Property”); and


 


WHEREAS, simultaneously
with the execution and delivery of this Assignment, the transactions contemplated by the Purchase Agreement with respect to the Property
are being consummated by Assignor and Assignee.


 


NOW, THEREFORE, in
consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration paid by Assignee to Assignor, the mutual receipt
and legal sufficiency of which are hereby acknowledged, the parties hereto for themselves, their legal representatives, successors and
assigns, hereby agree as follows:


 


All capitalized terms
used and not defined herein shall have the meanings ascribed to them in the Purchase Agreement.


 




    19


     


    

 


Effective as of the
Effective Date, Assignor hereby assigns and transfers unto Assignee, its successors and assigns, forever, all of its right, title and
interest in, to and under the Intangible Property.


 


Assignee hereby assumes
the obligations of Assignor in respect of such Intangible Property to the extent arising from events occurring from and after the Effective
Date.


 


Assignor shall defend,
protect, indemnify, and hold harmless Assignee and its partners, beneficial owners, affiliates, officers, agents, employees, representatives
or other constituent entities of Assignee from and against any and all loss, cost, liability, expense, claim, action, damages, and fines
(including those arising from the loss of life, personal injury and/or property damage), including reasonable attorneys’ fees, directly
or indirectly arising from or out of any failure by Assignor, on or before the Effective Date, to have performed Assignor’s obligations
in respect of such Intangible Property.


 


Except as may be set
forth in the Purchase Agreement, this Assignment is made without representation, warranty, guarantee, or other assurance or covenant of
any kind by Assignor, and without recourse with respect to Assignor or with respect to any of the partners, beneficial owners, officers,
agents, employees, representatives, affiliates, or other constituent entities of Assignor.


 


[SIGNATURE PAGE FOLLOWS]


 




    20


     


    

 


	 	ASSIGNOR:
	 	 
	 	HFAKOH001 LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	                            
	 	Name:	 
	 	Title:	 
	 	 	 
	 	ASSIGNEE:
	 	 
	 	HOF VILLAGE WATERPARK, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


 


21