Exhibit 10.4


 


Hall of Fame Resort & Entertainment Company


2626 Fulton Drive NW


Canton, Ohio 44718


 


September 27, 2022


 


Mr. Stuart Lichter, individually
and as

Trustee of the Stuart Lichter Trust

u/t/d dated November 13, 2011

316 Spyglass Way

Jupiter, Florida 33477


 


	Re:	Consideration for Guarantee of up to $10 Million Huntington
National Bank Loan



 


Dear Mr. Lichter,


 


This letter agreement (this
“Letter Agreement”) memorializes certain agreements between Hall of Fame Resort & Entertainment Company, a Delaware
corporation (“HOFREC”), HOF Village Retail I, LLC, a Delaware limited liability company (“HOFV Retail I”),
and HOF Village Retail II, LLC (“HOFV Retail II”; HOFREC, HOFV Retail I and HOFV Retail II
are collectively referred to herein as the “HOF Entities”), and the Guarantor (defined below) regarding (i) the
Guaranty of Payment (the “Guaranty of Payment”) made as of the date hereof by Stuart Lichter, both individually and
as Trustee of the Stuart Lichter Trust u/t/d dated November 13, 2011 (collectively, the “Guarantor”), in favor of the
Huntington National Bank, a national banking association, its successors and assigns (the “Lender”), and (ii) the
Performance and Completion Guaranty (the “Performance and Completion Guaranty”) made as of the date hereof by the Guarantor,
in favor of the Lender, in each case with respect to the Loan Agreement, dated as of the date hereof (the “Loan Agreement”),
among HOFV Retail I and HOFV Retail II (together, “Borrower”), and the Lender. Pursuant to the Loan Agreement,
Lender has agreed to make a loan (the “Loan”) to Borrower in the principal amount of up to Ten Million and No/100 ($10,000,000.00)
to finance certain commercial retail buildings located at the Hall of Fame Village site in Canton, Stark County, Ohio (the “Project”):


 


1. As
consideration for the Guarantor entering into the Guaranty of Payment and the Performance and Completion Guaranty, promptly following
each disbursement of loan proceeds (each, a “Disbursement”) under the Loan Agreement (including any Disbursement on
or about the date hereof), the HOF Entities shall pay to Stuart Lichter an amount equal to 2.25% of the amount of such Disbursement.


 


2. Each
of the HOF Entities acknowledges and agrees with the Guarantor that, but for the execution and delivery of the Guaranty of Payment
and the Performance and Completion Guaranty by the Guarantor, Lender would not have entered into the Loan Agreement.


 


3. Each
of the HOF Entities and the Guarantor acknowledges and agrees that Guarantor is an independent contractor and not an employee, joint
venturer or partner of the HOF Entities, and this Letter Agreement shall not be construed to constitute or create a partnership or
joint venture or any other form of legal association that would impose liability upon one party for the act or failure to act of any other
party, or as providing any party with the right, power or authority (express or implied) to create any duty or obligation on behalf of
any other party, other than the specific duties and obligations set forth in this Letter Agreement, the Guaranty of Payment or the Performance
and Completion Guaranty.


 


4. This
Letter Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof, and may not be modified
or amended except by written agreement executed by the parties hereto. This Letter Agreement may be executed in counterparts. This Letter
Agreement will be governed in all respects by the laws of the State of Ohio (without regard to conflicts of law provisions).


 


[Signature page follows]


 






     


     


    

 


If the foregoing correctly sets forth our agreement,
please so confirm by signing a copy of this letter below.


 


	 	Very truly yours,
	 	 
	 	HALL OF FAME RESORT & ENTERTAINMENT COMPANY
	 	 	 
	 	By: 	/s/ Michael Crawford
	 	Name: 	Michael Crawford
	 	Title: 	President and Chief Executive Officer
	 	 	 
	 	HOF VILLAGE RETAIL I, LLC
	 	 	 
	 	By: 	/s/ Michael Crawford
	 	Name:  	Michael Crawford
	 	Title: 	President and Chief Executive Officer
	 	 	                           
	 	HOF VILLAGE RETAIL II, LLC
	 	 	 
	 	By: 	/s/ Michael Crawford
	 	Name: 	Michael Crawford
	 	Title: 	President and Chief Executive Officer



 


Agreed and accepted as of the date first above
written.


 


	/s/ Stuart Lichter	 
	STUART LICHTER, individually	 
	 	 
	/s/ Stuart Lichter	               
	STUART LICHTER, as Trustee of the	 
	Stuart Lichter Trust u/t/d	 
	dated November 13, 2011