Exhibit
10.9


 


Execution
Copy


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement dated as of March 1, 2022 (this “Agreement”), is made and entered into by and between
Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”), and each of the purchasers
set forth on the signature pages hereto (each, a “Investor” and collectively, the “Investors”).


 


WHEREAS,
this Agreement is being entered into pursuant to (i) Amendment Number 6 to Term Loan Agreement, dated as of March 1, 2022 (“Term
Loan Amendment Number 6”), among the Company, HOF Village Newco, LLC (“Newco”) and HOF Village Stadium,
LLC, in favor of CH Capital Lending LLC, an Investor; (ii) First Amended and Restated Promissory Note, dated as of March 1, 2022 (“Amended
Assigned IRG Note”), by the Company in favor IRG, LLC, an Investor; (iii) First Amended and Restated Promissory Note, dated
as of March 1, 2022 (“Amended Assigned JKP Note”), by the Company in favor JKP Financial, LLC, an Investor; (iv) Joinder
and Second Amendment to Secured Cognovit Promissory Note, dated as of March 1, 2022, by and among Newco and HOF Village Hotel II, LLC,
the Company, and JKP Financial, LLC, an Investor (“Amended JKP Note”); and (v) Letter Agreement, dated as of March
1, 2022, between the Company and Stuart Lichter (“Letter Agreement” and together with Term Loan Agreement Number 6,
Amended Assigned IRG Note, Amended Assigned JKP Note and Amended JKP Note, the “Transaction Agreements”);


 


WHEREAS,
under Transaction Agreements (i)-(iv) above, the principal balance of the loan thereunder, and accumulated and unpaid interest on such
principal balance, is convertible into shares (the “Debt Conversion Shares”) of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”) on the terms and subject to the conditions set forth in such agreements;


 


WHEREAS,
pursuant to the Transaction Agreements the Company is (i) issuing to Investors as commitment fees shares of Common Stock (“Commitment
Fee Shares”) and New Common Stock Purchase Warrants (defined in Section 1 below) exercisable for shares of Common Stock (“New
Warrant Shares”), (ii) amending and restating Existing Common Stock Purchase Warrants (defined in Section 1 below) exercisable
for shares of Common Stock (“Existing Warrant Shares” and, together with New Warrant Shares, the “Warrant
Shares”), and (iii) subject to approval of its board of directors, creating Series C Preferred Stock and exchanging each share
of Series B Preferred Stock held by CH Capital Lending, LLC for one share of Series C Preferred Stock, which is convertible into shares
of Common Stock (“Equity Conversion Shares” and, together with the Debt Conversion Shares, the “Conversion
Shares”), all on the terms and subject to the conditions set forth in the Transaction Agreements;


 


WHEREAS,
in connection with each Investor’s acquisition of Conversion Shares, Commitment Fee Shares, and Warrant Shares, as applicable,
in accordance with the Transaction Agreements, the Investors wish to receive certain registration rights related to resale of such shares
of Common Stock, and the Company desires to grant such rights on the terms and subject to the conditions set forth herein;


 






    


     


    

 


NOW,
THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


Section
1. Definitions. As used herein, the following terms have the indicated meanings, unless the context otherwise requires:


 


“Affiliate”
means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common
control with such Person, including without limitation any general partner, managing member, officer or director of such Person.


 


“Agreement”
has the meaning given to such term in the preamble hereto.


 


“Amended
Assigned IRG Note” has the meaning given to such term in the recitals hereto.


 


“Amended
Assigned JKP Note” has the meaning given to such term in the recitals hereto.


 


“Amended
JKP Note” has the meaning given to such term in the recitals hereto.


 


“Beneficially
Own,” “Beneficially Owned,” “Beneficial Ownership” and “Beneficial Owner”
with respect to any securities means a Holder having such ownership, control or power to direct the voting with respect to, or which
otherwise enables a Holder to legally act with respect to, such securities as contemplated hereby, including without limitation pursuant
to any agreement, arrangement or understanding, regardless of whether in writing. Securities “Beneficially Owned”
shall include securities Beneficially Owned by all other persons with whom a Holder would constitute a “group” as within
the meaning of Section 13(d) of the Exchange Act.


 


“Blackout
Period” means, with respect to a Registration Statement, a period in each case commencing on the day immediately after the
Company notifies the Holders pursuant to Section 3(e) that they are required to suspend offers and sales of Registrable Securities because
the Company, in the good faith judgment of the Board, determines that the registration and distribution of (and/or the registration of
the offer and sale of) the Registrable Securities covered or to be covered by such Registration Statement would be seriously detrimental
to the Company and its stockholders (by requiring disclosure of material non-public information) and ending on the earlier of (x) the
date upon which the material non-public information to which the Blackout Period relates is disclosed to the public or ceases to be material
and (y) such time as the Company notifies the selling Holders that the Company will no longer delay such filing of such Registration
Statement, recommence taking steps to make such Registration Statement effective, or allow sales pursuant to such Registration Statement
to resume; provided that no Blackout Period may last for more than 90 consecutive days; and provided, further, that during
any period of 365 consecutive days, Blackout Periods may not, in the aggregate, last for more than the result of 120 days minus the number
of days that Holders were previously required pursuant to Section 3(e) to discontinue and suspend disposition of Registrable Securities
because of the happening of any event described in Section 3(d)(vi).


 


“Board”
means the board of directors of the Company.


 


“Business
Day” means any day of the year, other than a Saturday, Sunday, or other day on which the SEC is required or authorized to close.


 


“Commitment
Fee Shares” has the meaning given to such term in the recitals hereto.


 






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“Common
Stock” has the meaning given to such term in the recitals hereto.


 


“Company”
has the meaning given to such term in the preamble hereto.


 


“Conversion
Shares” has the meaning given to such term in the recitals hereto.


 


“Debt
Conversion Shares” has the meaning given to such term in the recitals hereto.


 


“Effectiveness
Deadline” means September 1, 2022.


 


“Effectiveness
Period” has the meaning given to such term in Section 3(d)(i).


 


“Equity
Conversion Shares” has the meaning given to such term in the recitals hereto.


 


“Equity
Securities Offering” means any underwritten registered offering of Relevant Securities, and any offering or placement of any
Relevant Securities pursuant to Rule 144A under the Securities Act.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Existing
Common Stock Purchase Warrants” means, as amended and restated: (i) Amended and Restated Series C Warrant to purchase 10,036,925
shares of Common Stock, dated March 1, 2022, issued by the Company to CH Capital Lending, LLC; and (ii) Amended and Restated Series D
Warrant to purchase 2,450,980 shares of Common Stock, dated March 1, 2022, issued by the Company to CH Capital Lending, LLC;


 


“Existing
Warrant Shares” has the meaning given to such term in the recitals hereto.


 


“Family
Member” means (a) with respect to any individual, such individual’s spouse, any descendants (whether natural or
adopted), any trust all of the beneficial interests of which are owned by any of such individuals or by any of such individuals together
with any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of any such individual,
and any corporation, association, partnership, limited liability company or other entity all of the equity interests of which are owned
by those above described individuals, trusts or organizations and (b) with respect to any trust, the owners of the beneficial interests
of such trust.


 


“FINRA”
means the Financial Industry Regulatory Authority.


 


“Form
S-1” means such form under the Securities Act as in effect on the date of this Agreement or any successor registration form
thereto under the Securities Act subsequently adopted by the SEC.


 


“Form
S-3” means such form under the Securities Act as in effect on the date of this Agreement or any successor registration form
thereto under the Securities Act subsequently adopted by the SEC.


 






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“Form
S-4” means such form under the Securities Act as in effect on the date of this Agreement or any successor registration form
thereto under the Securities Act subsequently adopted by the SEC.


 


“Form
S-8” means such form under the Securities Act as in effect on the date of this Agreement or any successor registration form
thereto under the Securities Act subsequently adopted by the SEC.


 


“Holder”
means the Investors or any Investor’s successors and Permitted Assignees who acquire rights in accordance with this Agreement with
respect to the Registrable Securities directly or indirectly from a Investor or another Holder (including from any Permitted Assignee)
and “Holders” means all of the foregoing individuals or entities.


 


“Inspector”
means any attorney, accountant or other agent retained by a Holder or any underwriter for the purposes provided in Section 3(d)(x).


 


“Investor”
has the meaning given to such term in the preamble hereto.


 


“Letter
Agreement” has the meaning given to such term in the recitals hereto.


 


“Market
Standoff Period” means, with respect to each Equity Securities Offering, the period beginning on the date of first sale of
securities pursuant to such Equity Securities Offering and ending on the date that shall be requested by the Company or the underwriters
or initial purchasers retained by the Company to facilitate such Equity Securities Offering; provided, however, that each
such period shall not be more than 120 days; and provided further that (a) such period shall be no longer than the shortest
period imposed by the Company or the underwriters or initial purchasers upon any other person or entity (including any lockup period
imposed upon the Company) and (b) if any other person or entity receives a waiver with respect to any such matters, the Holders
shall be given a waiver with respect to their Relevant Securities as well.


 


“New
Common Stock Purchase Warrants” means (i) Series E Warrant to purchase 1,000,000 shares of Common Stock issued March 1, 2022
by the Company to CH Capital Lending, LLC; (ii) Series E Warrant to purchase 500,000 shares of Common Stock issued March 1, 2022 by the
Company to IRG, LLC; (iii) Series F Warrant to purchase 1,000,000 shares of Common Stock issued March 1, 2022 by the Company to JKP financial,
LLC; (iv) Series F Warrant to purchase 500,000 shares of Common Stock issued March 1, 2022 by the Company to JKP financial, LLC; and
(v) Series G Warrant to purchase 125,000 shares of Common Stock to be issued by the Company to Stuart Lichter.


 


“New
Warrant Shares” has the meaning given to such term in the recitals hereto.


 


“Newco”
has the meaning given to such term in the recitals hereto.


 


“Permitted
Assignee” means any person or entity holding Registrable Securities, to whom rights to cause the Company to register the resale
of Registrable Securities granted to the Investors by the Company under Section 3 have been assigned in compliance with Section 4(a).


 






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“Person”
means any individual, corporation, partnership, trust, limited liability company, association or other entity.


 


“Piggyback
Offering” has the meaning given to such term in Section 3(b)(i).


 


“Piggyback
Registration Statement” has the meaning given to such term in Section 3(b)(i).


 


“Piggyback
Supplement” has the meaning given to such term in Section 3(b)(i).


 


“register,”
“registered,” and “registration” refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness, or automatic effectiveness, of
such registration statement.


 


“Registrable
Securities” means the Conversion Shares, the Commitment Fee Shares and Warrant Shares received by any Investor in accordance
with the Transaction Agreements. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities
when (w) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and
such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement, (x) such
securities shall have been otherwise transferred (other than to a Permitted Assignee who becomes a Holder in accordance with this Agreement),
new certificates for such securities that do not bear a legend restricting further transfer shall have been delivered by the Company
and subsequent public distribution of them shall not require registration under the Securities Act, (y) such securities are held
by the Company or shall have ceased to be outstanding, or (z) such securities are sold under Rule 144 or may be sold under
Rule 144 free from volume limitations under such rule.


 


“Registration
Expenses” has the meaning given to such term in Section 3(f).


 


“Registration
Statement” means any Piggyback Registration Statement, the Shelf Registration Statement and, if offers of Registrable
Securities are included in any other registration statement filed by the Company by means of a Piggyback Supplement, such other registration
statement, and “Registration Statements” means all such registration statements collectively.


 


“Relevant
Security” means the Shares, any other equity security of the Company or any of its subsidiaries and any security convertible
into, or exercisable or exchangeable for, any Shares or other such equity security.


 


“Rule 144”
means Rule 144 under the Securities Act.


 


“SEC”
means the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.


 


“SEC
Effective Date” means, with respect to a Registration Statement, the date as of which such Registration Statement is originally
declared effective by the SEC or otherwise becomes effective in accordance with the Securities Act.


 






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“Securities
Act” means the Securities Act of 1933, as amended, or any similar federal statute promulgated in replacement thereof, and the
rules and regulations of the SEC thereunder, all as the same shall be in effect from time to time.


 


“Selling
Expenses” has the meaning given to such term in Section 3(f).


 


“Shares”
means the Conversion Shares, the Commitment Fee Shares and the Warrant Shares received by any Investor in accordance with the Transaction
Agreements and (a) any and all shares of capital stock or other equity securities of the Company that are added to or exchanged
or substituted for such shares of Common Stock by reason of the declaration of any stock dividend or stock split, the issuance of any
distribution or the reclassification, readjustment, recapitalization or other such modification of the capital structure of the Company;
and (b) any and all shares of capital stock or other equity securities of any other corporation (now or hereafter organized under
the laws of any state or other governmental authority) with which the Company is merged, which results from any consolidation or reorganization
to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the Company, for which such
shares of Common Stock are exchanged or substituted in connection with such merger, consolidation, reorganization or sale, if immediately
after such merger, consolidation, reorganization or sale, the Company or the stockholders of the Company own equity securities having
in the aggregate more than 50% of the total voting power of such other corporation.


 


“Shelf
Registration Statement” has the meaning given to such term in Section 3(a)(i).


 


“Term
Loan Amendment Number 6” has the meaning given to such term in the recitals hereto.


 


“Transaction
Agreements” has the meaning given to such term in the recitals hereto.


 


“Transfer”
has the meaning given to such term in Section 2(a).


 


“VWAP
Price” means, for any period of measurement, the volume weighted average closing price of a share of Common Stock on the national
securities exchange on which the Common Stock is then listed (or admitted to trading).


 


“Warrant
Shares” has the meaning given to such term in the recitals hereto.


 






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Section
2. Market Standoff. Notwithstanding anything to the contrary set forth in this Agreement, with respect to each Equity Securities
Offering conducted after the date hereof, the following provisions of this Section 2 shall apply, if and only if (x) the underwriters
or initial purchasers retained by the Company to facilitate such offering request, in connection with such offering, that the officers
or directors or significant stockholders of the Company refrain from selling any Relevant Security during any period, and (y) the Holders
Beneficially Own shares of Common Stock representing at least 5% of the fully diluted equity interests in the Company (calculated giving
effect to the exercise of all outstanding options, warrants and other rights to purchase or acquire any Common Stock of the Company):


 


(a)
Following notice of the applicability of this Section 2, during the Market Standoff Period applicable to such Equity Securities Offering,
each Holder will not, without the prior written consent of the Company, (i) directly or indirectly offer, sell, agree to offer or sell,
solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of
any Relevant Security, or (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call
equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any Relevant Security,
or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any
economic consequence of ownership of a Relevant Security (each of the transactions described in the immediately preceding clauses (i)
and (ii), being referred to as a “Transfer”), regardless of whether such transaction is to be settled by delivery
of Relevant Securities, other securities, cash or other consideration; provided, however, that a transfer to a Permitted
Assignee will not be subject to this Section 2 and provided, further, that this Section 2(a) will not prohibit transfers of Relevant
Securities included in such Equity Securities Offering.


 


(b)
Furthermore, each Holder hereby authorizes the Company during the Market Standoff Period to cause any transfer agent for the Relevant
Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, any Relevant
Securities for which such Holder is the record holder and, in the case of Relevant Securities for which such Holder is the Beneficial
Owner but not the record holder, agrees during the Market Standoff Period to cause the record holder thereof to cause the relevant transfer
agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant
Securities.


 


(c)
Subject to the provisions of Section 3(b), without the prior written consent of the Company, during the Market Standoff Period such Holder
(i) will not participate in the filing with the SEC of any registration statement, or circulate or participate in the circulation of
any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of a Relevant Security
and (ii) will not exercise any rights the undersigned may have to require registration with the SEC of any proposed offering or sale
of a Relevant Security (including without limitation pursuant to this Agreement).


 


Section
3. Registration Rights.


 


(a)
Shelf Registration Statement.


 


(i)
Registration of Resales. The Company shall (i) file with the SEC a shelf registration statement on Form S-1 (or, if the Company
is eligible to use such form, Form S-3) relating to the registration of the offer and resale by the Holders of all of the Registrable
Securities (the “Shelf Registration Statement”) and (ii) use its commercially reasonable efforts to cause the Shelf
Registration Statement to be declared effective by the SEC no later than the Effectiveness Deadline; provided, however,
that the Company shall not be obligated to effect any such registration pursuant to this Section 3(a), or keep such registration or the
Shelf Registration Statement effective pursuant to Section 3(d)(i), during any Blackout Period. Any such Shelf Registration Statement
on Form S-1 may be converted to Form S-3 upon or after the Company becoming eligible to use Form S-3.


 






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(ii)
Liquidated Damages. If the Shelf Registration Statement is not declared effective on or prior to the Effectiveness Deadline, then
each Holder shall be entitled to a payment (with respect to each outstanding Registrable Security held by the Holder), as liquidated
damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-calendar-day period, which shall accrue daily, for
the first 60 calendar days immediately following the Effectiveness Deadline, increasing by an additional 0.25% of the Liquidated Damages
Multiplier per 30-calendar-day period, which shall accrue daily, for each subsequent 30-calendar-day period (i.e., 0.50% for 61-90 calendar
days, 0.75% for 91-120 calendar days and 1.00% thereafter), up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-calendar-day
period, until such time as such Shelf Registration Statement is declared effective or when the Registrable Securities covered by such
Shelf Registration Statement cease to be Registrable Securities (the “Liquidated Damages”). As used herein, the term
“Liquidated Damages Multiplier” means the product of the VWAP Price calculated for the consecutive 5 trading
day period ending on and including March 1, 2022 times the number of issued and outstanding Shares held by such Holder. The Liquidated
Damages payable pursuant to the first sentence of this Section 3(a)(ii) shall be payable within 10 Business Days after the end of
each such 30-calendar-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds. The accrual of
Liquidated Damages to a Holder shall cease (an “LD Termination Date,” and, each such period beginning on an Effectiveness
Deadline and ending on an LD Termination Date being, an “LD Period”) at the earlier of (1) the Shelf Registration
Statement being declared effective and (2) when the Holder’s Registrable Securities covered by the Shelf Registration Statement
cease to be Registrable Securities. Any amount of Liquidated Damages shall be prorated for any period of less than 30 calendar days
accruing during an LD Period. If the Company is unable to cause a Shelf Registration Statement to be declared effective on or prior to
the Effectiveness Deadline as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the
Company may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request
in its discretion.


 


(b)
Piggyback Registration Rights.


 


(i)
Piggyback Registration. If after the date hereof, the Company shall determine to (A) file a registration statement to register
the offer and sale for cash of any of its Common Stock for its own account in an underwritten offering, other than (i) a registration
relating solely to employee benefit plans or securities issued or issuable to employees, directors or consultants (to the extent the
securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration
on Form S-8), and (ii) a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization, exchange
offer or similar event, or (B) file a prospectus supplement to an effective shelf registration statement with respect to an underwritten
public offering in which Holders may be included (either by inclusion in the registration statement without the filing of a post-effective
amendment thereto or because the Shelf Registration Statement is effective) (an offering pursuant to clause (A) or (B), a “Piggyback
Offering”), then the Company shall promptly give to the Holders written notice thereof, and in no event shall such notice be
given less than (X) twenty (20) calendar days prior to the filing of a registration statement contemplated by clause (A) (a “Piggyback
Registration Statement”) or (Y) five (5) calendar days prior to the filing of a prospectus supplement contemplated by clause
(B) ( a “Piggyback Supplement”) and the Company shall, subject to Section 3(b)(ii), include in such Piggyback Offering
all of the Registrable Securities specified in a written request or requests, made within ten (10) calendar days (three (3) calendar
days in the case of a Piggyback Supplement) after receipt of such written notice from the Company, by any Holder or Holders. However,
the Company may, without the consent of the Holders, abandon such Piggyback Offering and withdraw such Piggyback Registration Statement
or Piggyback Supplement.


 






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(ii)
Underwriting Procedures. The right of any Holder to be included in a Piggyback Offering pursuant to Section 3(b)(i) shall be conditioned
upon such Holder’s participation in, and the inclusion of such Holder’s Registrable Securities in, the underwriting arrangements
with respect to such Piggyback Offering to the extent provided herein. All Holders proposing to sell their securities through such Piggyback
Offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters
selected for such Piggyback Offering by the Company. No Holder may participate in such Piggyback Offering unless such Holder agrees to
sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers
of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. No Holder shall be required
to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties
or agreements regarding such Holder and its ownership of the securities being registered on its behalf, its intended method of distribution
and any other representation required by law, and no Holder shall be required to agree to indemnify any person beyond the scope of the
indemnification provided to the Company under Section 3(h). Notwithstanding any other provision of this Section 3(b)(ii), if the managing
underwriter or the Company determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriters
may exclude from such Piggyback Offering the number of shares in excess of such limitation. The Company shall so advise all Holders (except
those Holders who failed to timely elect to sell their Registrable Securities through such Piggyback Offering or have indicated to the
Company their decision not to do so), and the number of shares that may be included in the underwriting shall be allocated:


 


(A)
first, to the Company;


 


(B)
second, to the Holders who have requested to sell their Registrable Securities in the Piggyback Offering and all other selling stockholders
who have rights of registration on parity with the Holders and have requested to sell securities in the Piggyback Offering, on a pro
rata basis according to the number of shares requested to be included; and


 


(C)
then, to any other selling stockholders who have registration rights and have requested to sell securities in the Piggyback Offering.


 






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No
Registrable Securities excluded from the underwriting by reason of the underwriters’ marketing limitation shall be included in
the Piggyback Offering. If any Holder disapproves of the terms of the underwriting arrangements with respect to a Piggyback Offering,
such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter; provided, however,
that such withdrawal must be made at a time prior to the time of the pricing of the Piggyback Offering. The Registrable Securities and/or
other securities so withdrawn from such underwriting shall also be withdrawn from such Piggyback Offering; provided, however,
that, if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included
in such Piggyback Offering (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders
who have included Registrable Securities in the Piggyback Offering the right to include additional Registrable Securities pursuant to
the terms and limitations set forth herein in the same proportions described above.


 


(iii)
Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be obligated to effect, or take any action
to effect, any Piggyback Offering pursuant to Section 3(b) after the Company has initiated two (2) such Piggyback Offerings (counting
for this purpose only Piggyback Offerings pursuant to which securities have been sold).


 


(c)
Requested Underwritings.


 


(i)
In the event that one or more Holders elects to sell $1 million or more of Registrable Securities pursuant to an underwritten public
offering under the Shelf Registration Statement, the Company shall, upon request by such Holders, retain underwriters in order to permit
such Holders to effect such offering. The obligation of the Company to retain underwriters shall include entering into an underwriting
agreement in customary form with the underwriters or initial purchasers, which shall include, among other provisions, indemnities to
the effect and to the extent provided in Section 3(h) and taking all reasonable actions as are requested by the underwriters or initial
purchaser to expedite or facilitate the disposition of such Registrable Securities. The Company shall, upon request of the Holders, cause
its management to participate in a roadshow or similar marketing effort on behalf of the Holders.


 


(ii)
In no event shall the Company be required to participate in more than one underwritten offering requested by the Holders.


 






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(iii)
In connection with an underwritten offering pursuant to this Section 3(b)(iii), (A) Holders holding a majority of the Registrable Securities
being sold in such underwritten offering shall be entitled to select the managing underwriter or initial purchaser, subject to the approval
of the Company, which approval shall not be unreasonably withheld and (B) each Holder participating in the underwritten offering and
the Company shall be obligated to enter into an underwriting agreement in customary form. No Holder may participate in such underwritten
offering unless such Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes
and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting
agreement. No Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters
other than representations, warranties or agreements regarding such Holder and its ownership of the securities being registered on its
behalf, its intended method of distribution and any other representation required by law, and no Holder shall be required to agree to
indemnify any person beyond the scope of the indemnification provided to the Company under Section 3(h). If any Holder disapproves of
the terms of the underwriting arrangements with respect to such underwritten offering, such Holder may elect to withdraw therefrom by
written notice to the Company and the underwriter; provided, however, that such withdrawal must be made at a time prior to the
time of pricing of such underwritten offering. Neither the Company nor any selling stockholders who have registration rights shall have
any right to include securities in an underwritten offering by the Holders pursuant to this Section 3(b)(iii) and the Company shall not
purport to grant any current or future shareholder such right.


 


(d)
Registration Procedures. In the case of each registration, offering, qualification, or compliance effected by the Company pursuant
to Section 3(a), Section 3(b) or Section 3(c), the Company will keep each Holder including securities therein reasonably advised in writing
(which may include e-mail) as to the initiation of each registration, offering, qualification, and compliance and as to the completion
thereof. In addition, the Company hereby agrees as follows:


 


(i)
The Company will use its commercially reasonable efforts to cause the Shelf Registration Statement to become and remain effective at
least for a period ending with the first to occur of (A) the sale by the Holders of all Registrable Securities covered by such Registration
Statement, or (B) the date that is three years after the SEC Effective Date of the Shelf Registration Statement; provided, however,
that if the Company files the Shelf Registration Statement on Form S-1, subsequently becomes eligible to use Form S-3, and files a post-effective
amendment to such Form S-1 on Form S-3 prior to the end of such period, the Company will use its commercially reasonable efforts to cause
such Shelf Registration Statement as amended to remain effective until the end of such period (in any such case, the “Effectiveness
Period”).


 


(ii)
If any Registration Statement becomes subject to review by the SEC, the Company will promptly respond to all comments and diligently
pursue resolution of any comments to the satisfaction of the SEC.


 


(iii)
The Company (A) will prepare and file with the SEC such amendments and supplements to each Shelf Registration Statement and any prospectus
used in connection therewith as may be reasonably necessary to keep such Shelf Registration Statement effective during the applicable
Effectiveness Period and (B) will comply with the provisions of the Securities Act with respect to the disposition of all securities
covered by such Shelf Registration Statement during such period in accordance with the intended method(s) of disposition by the sellers
thereof set forth in such Shelf Registration Statement.


 






    11


     


    

 


(iv)
The Company will furnish, without charge, to each Holder (A) a reasonable number of copies of each Registration Statement (including
any exhibits thereto other than exhibits incorporated by reference), each amendment and supplement thereto as such Holder may request,
(B) such number of copies of the prospectus included in such Registration Statement (including each preliminary prospectus and any other
prospectus filed under Rule 424 under the Securities Act) as each Holder may request, in conformity with the requirements of the
Securities Act, and (C) such other documents as each Holder may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Holder, but only during the applicable Effectiveness Period.


 


(v)
The Company will use its commercially reasonable efforts to register or qualify the Registrable Securities under the applicable securities
or blue sky laws of such jurisdictions as the Holders of a majority of the Registrable Securities reasonably requests as may be necessary
for the marketability of the Registrable Securities (such request to be made by the time the relevant Registration Statement is deemed
effective by the SEC) and do any and all other acts and things which may be reasonably necessary or advisable to enable the Holders to
consummate the disposition in such jurisdictions of the Registrable Securities owned by the Holders; provided, however,
that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify but for this paragraph (v), (B) subject itself to taxation in any such jurisdiction, or (C) consent to general service of
process in any such jurisdiction.


 


(vi)
As promptly as practicable after becoming aware of such event, the Company will notify each Holder of Registrable Securities being offered
or sold pursuant to each Registration Statement at any time when a prospectus relating thereto is required to be delivered under the
Securities Act of the happening of any event which comes to the Company’s attention if as a result of such event the prospectus
included in such Registration Statement contains an untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein not misleading, and the Company shall promptly prepare and furnish to
such Holder a supplement or amendment to such prospectus (or prepare and file appropriate reports under the Exchange Act) so that, as
thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, unless
suspension of the use of such prospectus otherwise is authorized herein or in the event of a Blackout Period, in which case no supplement
or amendment need be furnished (or Exchange Act filing made) until the termination of such suspension or Blackout Period.


 


(vii)
The Company will comply, and continue to comply during the period that each Registration Statement is effective under the Securities
Act, in all material respects with the Securities Act and the Exchange Act and with all applicable rules and regulations of the SEC with
respect to the disposition of all securities covered by such Registration Statement.


 






    12


     


    

 


(viii)
As promptly as practicable after becoming aware of such event, the Company will notify each Holder of Registrable Securities being offered
or sold pursuant to each Registration Statement of the issuance by the SEC of any stop order or other suspension of effectiveness of
such Registration Statement.


 


(ix)
The Company will permit the Holders of Registrable Securities being offered or sold pursuant to each Registration Statement and their
legal counsel, at such Holders’ sole cost and expense, to review and have a reasonable opportunity to comment on such Registration
Statement and all amendments and supplements thereto (unless such Registration Statement, amendments and supplements are filed without
inclusion of any Registrable Securities therein) at least two (2) Business Days prior to their filing with the SEC.


 


(x)
The Company will make available for inspection by the Holders and any Inspector retained by the Holders, at the Holders’ sole expense,
all records as shall be reasonably necessary to enable the Holders and any underwriters to exercise their due diligence responsibility,
and cause the Company’s officers, directors, and employees to supply all information which the Holders, any Inspector or any underwriter
may reasonably request for purposes of such due diligence; provided, however, that the Holders shall hold in confidence
and shall not make any disclosure of any information which the Company determines in good faith to be confidential, and of which determination
the Holders are so notified at the time the Holders receive such information, unless (A) the Holders have, or obtained, knowledge of
such information without violation of or protection under any agreements with the Company or, to its knowledge any third party, (B) the
disclosure of such information is reasonably necessary to avoid or correct a misstatement or omission in each Registration Statement
and a reasonable time prior to such disclosure the Holders shall have informed the Company of the need to so correct such misstatement
or omission and the Company shall have failed to correct such misstatement of omission, (C) the release of such information is ordered
pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction or (D) the information has been made
generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company shall not
be required to disclose any confidential information to any Holder, Inspector or underwriter until and unless such Holder, Inspector
or underwriter shall have entered into a confidentiality agreement with the Company with respect thereto, containing terms substantially
similar to those set forth in this Section 3(d)(x), which agreement shall permit an Inspector retained by any Holder to disclose information
to such Holder. Each Holder agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental
body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at the Company’s
expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential.
The Company shall hold in confidence and shall not make any disclosure of information concerning the Holders provided to the Company
pursuant to this Agreement unless (1) disclosure of such information is reasonably necessary to comply with federal or state securities
laws, (2) disclosure of such information to the SEC’s Staff of the Division of Corporation Finance is reasonably necessary to respond
to comments raised by such staff in its review of such Registration Statement, (3) disclosure of such information is reasonably necessary
to avoid or correct a misstatement or omission in such Registration Statement, (4) release of such information is ordered pursuant to
a subpoena or other order from a court or governmental body of competent jurisdiction, or (5) such information has been made generally
available to the public other than by disclosure in violation of this or any other agreement. The Company agrees that it shall, upon
learning that disclosure of such information concerning the Holders is sought in or by a court or governmental body of competent jurisdiction
or through other means, give prompt notice to the Holders and allow the Holders, at the Holders’ expense, to undertake appropriate
action to prevent disclosure of, or to obtain a protective order for, such information.


 






    13


     


    

 


(xi)
The Company will use its commercially reasonable efforts to cause all the Registrable Securities covered by each Registration Statement
to be listed or quoted on the principal securities market on which securities of the same class or series issued by the Company are then
listed or traded.


 


(xii)
The Company will provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities at all times.


 


(xiii)
The Company will cooperate with the Holders of Registrable Securities being offered pursuant to each Registration Statement to facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be offered
pursuant to such Registration Statement and enable such certificates to be in such denominations or amounts as the Holders may reasonably
request.


 


(xiv)
The Company will take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable
Securities pursuant to each Registration Statement, including without limitation making its chief executive officer, president, chief
financial officer and other appropriate officers and personnel available to participate in marketing efforts with respect to any registered
underwritten public offering.


 


(xv)
In the case of an underwritten offering, the Company shall furnish to the participating Holders signed counterparts, addressed to such
Holders, of (i) any opinion of counsel to the Company delivered to any underwriter and (ii) any comfort letter from the Company’s
independent public accountants (or accountants for any entity acquired by the Company whose financial statements are included in a Registration
Statement) delivered to any underwriter.  In the event no legal opinion is delivered to any underwriter, or in non-underwritten
transactions, the Company shall furnish to participating Holders, at any time that such Holders elect to use a prospectus, an opinion
of counsel to the Company stating only that the Registration Statement containing such prospectus has been declared effective and that
no stop order is in effect.


 


(xvi)
The Company shall comply with all applicable rules and regulations of the SEC and the Securities Act.


 






    14


     


    

 


(e)
Suspension of Offers and Sales. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3(d)(vi) or of the commencement of a Blackout Period, such Holder shall
discontinue and suspend disposition of Registrable Securities pursuant to any Registration Statement until the Holder’s receipt
of the copies of the supplemented or amended prospectus contemplated by Section 3(d)(vi) or notice of the end of the Blackout Period,
and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including,
without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such notice.


 


(f)
Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, including
without limitation all registration and filing fees, messenger and delivery expenses, printing expenses, internal expenses (including
without limitation all salaries and expenses of its officers and employees performing legal or accounting duties), all fees and expenses
associated with filings required to be made with FINRA, as may be required by the rules and regulations of FINRA, fees and expenses of
compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications
of the Registrable Securities), rating agency fees, the fees and expenses incurred in connection with the listing of the securities to
be registered on all securities exchanges on which similar securities issued by the Company are then quoted or listed, reasonable fees
and disbursements of counsel for the Company and its independent certified public accountants, and the reasonable fees and expenses of
any other persons retained by the Company, in connection with the registration hereunder (collectively, the “Registration Expenses”)
will be borne by the Company, but not including any roadshow expenses of the Holders, fees and expenses of counsel for the Holders and
any underwriting, broker or dealer discounts or commissions attributable to the sale of Registrable Securities (which are hereinafter
referred to as “Selling Expenses”). All Selling Expenses shall be borne solely by the Holders.


 


(g)
Information by the Holder. The Holder or Holders of Registrable Securities included in any Registration Statement shall furnish
to the Company such information required under Regulation S-K under the Securities Act regarding such Holder or Holders and the distribution
proposed by such Holder or Holders as the Company may request in writing. No Holder of Registrable Securities will be entitled to have
such Registrable Securities included in a Registration Statement if such Holder does not furnish such information requested by the Company.


 






    15


     


    

 


(h)
Indemnification.


 


(i)
In the event of the offer and sale of Registrable Securities under the Securities Act, the Company shall, and hereby does, indemnify
and hold harmless, to the fullest extent permitted by law, each Holder, its directors, officers and partners, each other person who participates
as an underwriter in the offering or sale of such securities, and each other person, if any, who controls or is under common control
with such Holder or any such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages,
liabilities (joint or several), and expenses to which such Holder or any such director, officer or partner, underwriter or controlling
person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or
actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in (A) any Registration Statement, any preliminary prospectus, final prospectus, summary
prospectus or free writing prospectus, or any amendment or supplement thereto, or (B) in any materials or information provided to investors
by, or with the written approval of, the Company in connection with the marketing of the offering of the Registrable Securities, including
any road show or investor presentations made to investors by the Company (whether in person or electronically), or any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any
prospectus or free writing prospectus, in light of the circumstances in which they were made) not misleading, and the Company shall reimburse
the Holder, and each such director, officer, partner, underwriter and controlling person for any legal or any other expenses reasonably
incurred by them in connection with investigating, defending or settling any such loss, claim, damage, liability, action or proceeding;
provided that the foregoing shall not apply, and the Company shall not be liable, in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding, whether commenced or threatened, in respect thereof) or expense arises out of
or is based upon (X) an untrue statement or alleged untrue statement in or omission or alleged omission from such Registration Statement,
any such preliminary prospectus, final prospectus, summary prospectus or free writing prospectus, or any such amendment or supplement
in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf
of such Holder specifically stating that it is for use in the preparation thereof, or (Y) such Holder’s failure to comply with
the terms of the plan of distribution mechanics described in the applicable prospectus. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the Holders, or any such director, officer, partner, underwriter or controlling
person, and shall survive the transfer of such shares by the Holders.


 






    16


     


    

 


(ii)
As a condition to including any Registrable Securities to be offered by a Holder in any Registration Statement, such Holder agrees to
be bound by the terms of this Section 3(h) and to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its
directors and officers, each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, legal
counsel and accountants for the Company, any underwriter, any other Holder selling securities in such Registration Statement (or any
other registration statement filed by the Company to which a Piggyback Supplement relates) and any controlling person within the meaning
of the Securities Act of any such underwriter or other Holder, against any losses, claims, damages, liabilities (joint or several), and
expenses to which the Company, any of its directors, officers, controlling persons, legal counsel or accountants, any underwriter, any
other Holder, or any controlling person of such underwriter or other Holder may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages, liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof)
or expenses arise out of or are based upon (A) an untrue statement or alleged untrue statement in or omission or alleged omission from
any Registration Statement (or any other registration statement filed by the Company to which a Piggyback Supplement relates), any preliminary
prospectus, final prospectus, summary prospectus or free writing prospectus, or any amendment or supplement thereto, if such statement
or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to
the Company through an instrument duly executed by or on behalf of such Holder specifically stating that it is for use in the preparation
thereof, or (B) such Holder’s failure to comply with the terms of the plan of distribution mechanics described in the applicable
prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company,
any such director, officer or controlling person, any such underwriter or other Holder, or any controlling person of any such underwriter
or other Holder, and shall survive the transfer of such shares by the Holder, and such Holder shall reimburse the Company, any of its
directors, officers, controlling persons, legal counsel or accountants, any underwriter, any other Holder, or any controlling person
of such underwriter or other Holder for any legal or other expenses reasonably incurred by them in connection with investigating, defending,
or settling such loss, claim, damage, liability, action, or proceeding; provided, however, that such indemnity agreement
found in this Section 3(h)(ii) shall in no event exceed the gross proceeds from the offering received by such Holder.


 


(iii)
Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to
in Section 3(h)(i) or Section 3(h)(ii) (including any governmental action), such indemnified party shall, if a claim in respect thereof
is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action; provided,
however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party
of its obligations under Section 3(h)(i) or Section 3(h)(ii), except to the extent that the indemnifying party is actually prejudiced
by such failure to give notice. If any such action is brought against an indemnified party, unless in the reasonable judgment of counsel
to such indemnified party a conflict of interest between such indemnified and indemnifying parties may exist (including situations in
which the indemnified party may have defenses not available to the indemnifying party) in respect of such claim, the indemnifying party
shall be entitled to participate in and to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party
and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying
party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection
with the defense thereof, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified
and indemnifying parties arises in respect of such claim after the assumption of the defenses thereof or the indemnifying party fails
to defend such claim in a diligent manner, other than reasonable costs of investigation. Neither an indemnified nor an indemnifying party
shall be liable for any settlement of any action or proceeding effected without its consent. No indemnifying party shall, without the
consent of the indemnified party, consent to entry of any judgment or enter into any settlement, which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim
or litigation. Notwithstanding anything to the contrary set forth herein, and without limiting any of the rights set forth above, in
any event any party shall have the right to retain, at its own expense, counsel with respect to the defense of a claim.


 






    17


     


    

 


(iv)
In the event that an indemnifying party does or is not permitted to assume the defense of an action pursuant to Section 3(h)(iii) or
in the case of the expense reimbursement obligation set forth in Section 3(h)(i) and Section 3(h)(ii), the indemnification required by
Section 3(h)(i) and Section 3(h)(ii) shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills received or expenses, losses, damages, or liabilities are incurred.


 


(v)
If the indemnification provided for in this Section 3(h) is held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying
such indemnified party hereunder, shall (A) contribute to the amount paid or payable by such indemnified party as a result of such loss,
liability, claim, damage or expense as is appropriate to reflect the proportionate relative fault of the indemnifying party on the one
hand and the indemnified party on the other (determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or omission relates to information supplied by the indemnifying party or the indemnified party and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission), or (B) if
the allocation provided by clause (A) above is not permitted by applicable law or provides a lesser sum to the indemnified party than
the amount hereinafter calculated, not only the proportionate relative fault of the indemnifying party and the indemnified party, but
also the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other, as well as any
other relevant equitable considerations; provided, however, that in no event shall any Holder be required to contribute an aggregate
amount in excess of the gross proceeds from the offering received by such Holder. No indemnified party guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not
guilty of such fraudulent misrepresentation.


 


(vi)
Indemnification similar to that specified in the preceding subsections of this Section 3(h) (with appropriate modifications) shall be
given by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification of securities
under any federal or state law or regulation or governmental authority other than the Securities Act.


 






    18


     


    

 


Section
4. Miscellaneous.


 


(a)
Assignment of Rights; Successors and Assignees. The rights to cause the Company to register the resale of Registrable Securities
granted to the Investors by the Company under Section 3 may be assigned by any Investor to one or more transferee(s) of such Registrable
Securities; provided, however, that (i) such transfer of Registrable Securities is effected in accordance with applicable securities
laws, (ii) unless such transferee of Registrable Securities is an Affiliate of such Investor, such transferee holds Registrable
Securities representing at least $500,000 of the Registrable Securities (immediately after giving effect to such transfer), (iii) the
Company is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee and assignee
and identifying the Registrable Securities with respect to which such registration rights are being assigned, and (iv) each such
transferee and assignee assumes in writing responsibility for its portion of the obligations of such Investor under this Agreement and
accordingly agrees in writing to become subject to the terms of this Agreement as a Holder. The Company may not assign any of its rights,
or delegate any of its obligations, under this Agreement without the prior written consent of the Holders of the Registrable Securities
outstanding as of the date of such assignment, and any such purported assignment by the Company without the written consent of such Holders
shall be null and void ab initio and of no force or effect. This Agreement shall inure to the benefit of, and be binding upon,
the successors and the assignees (permitted pursuant under this Section 4(a)) of each of the parties hereto, including subsequent Holders
of Registrable Securities (to the extent permitted herein).


 


(b)
Notices. All notices or other communications which are required or permitted under this Agreement shall be in writing and sufficient
if delivered by hand, by facsimile transmission, by registered or certified mail, postage pre-paid, by electronic mail, or by courier
or overnight carrier, to the persons at the addresses set forth below (or at such other address as may be provided hereunder), and shall
be deemed to have been delivered as of the date so delivered:


 


	If
    to the Company:	Hall of
    Fame Resort & Entertainment Company
 2626 Fulton Dr NW, Canton, OH 44718 

    Attn: Michael Crawford
	 	 
	with
                                            a copy

                                                                                (which
                                            shall not constitute notice) to:
	Hunton
    Andrews Kurth LLP
 2200 Pennsylvania Avenue NW

    Washington, DC 20037

    Attention: J. Steven Patterson
 Facsimile: (202) 778-2201
	 	 
	If
    to a Holder:	to
    such address specified on the signature page for such Holder attached hereto or in the notice required by Section 4(a)



 


or
at such other address as any party shall have furnished to the other party in writing.


 


(c)
Rule 144. The Company covenants that it shall use its reasonable commercial efforts to file any and all reports required to be
filed by it under the Securities Act and the Exchange Act and shall take such further action as the Holders may reasonably request, all
to the extent required from time to time to enable the Holders to sell Registrable Securities without registration under the Securities
Act within the limitations of the exemption provided by Rule 144, as such rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC.


 






    19


     


    

 


(d)
Specific Performance. Each party to this Agreement agrees that any breach by it of any provision of this Agreement would irreparably
injure the other party and that money damages would be an inadequate remedy therefor. Accordingly, each such party agrees that the other
parties hereto shall be entitled to one or more injunctions enjoining any such breach and requiring specific performance of this Agreement
and consents to the entry thereof, in addition to any other remedy to which such other party is entitled at law or in equity.


 


(e)
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall constitute one instrument.


 


(f)
Amendments. The provisions of this Agreement may be amended at any time and from time to time, and particular provisions of this
Agreement may be waived, with and only with an agreement or consent in writing signed by the Company and each Holders of the Registrable
Securities outstanding as of the date of such amendment or waiver.


 


(g)
Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no person other
than the Company and the Holders shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be
a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered
in connection herewith shall be had against any former, current or future director, officer, general or limited partner, manager, member,
stockholder or Affiliate of any of the Holders or any former, current or future director, officer, general or limited partner, manager,
member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding,
or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to,
be imposed on or otherwise by incurred by any former, current or future director, officer, general or limited partner, manager, member,
stockholder or Affiliate of any of the Holders or any former, current or future director, officer, general or limited partner, manager,
member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders under this Agreement or any documents
or instruments delivered in connection herewith or for any claim based on, in respect of or by reason of such obligation or its creation,
except in each case for any assignee of a Holder hereunder.


 


(h)
Headings and Cross References. The headings of the several sections and subsections of this Agreement are inserted for convenience
only and shall not in any way affect the meaning or construction of any provision of this Agreement. Unless the context requires otherwise,
all cross references in this Agreement refer to sections and subsections of this Agreement.


 


(i)
Severability. In the case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


(j)
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to
the subject matter of this Agreement.


 


(k)
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.


 


(Remainder
of Page Intentionally Left Blank)


 




    20


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	THE
    COMPANY:
	 	 	 
	 	HALL
    OF FAME RESORT &

    ENTERTAINMENT COMPANY
	 	 	 
	 	By:	/s/
    Michael Crawford 
	 	Name:	Michael
    Crawford
	 	Title:	Chief
    Executive Officer


 




    


     


    

 


INVESTORS:


 


IRG,
LLC,

a Nevada limited liability company


 


	By:	S.L.
    Properties, Inc.,	 
	 	a
    Delaware corporation,	 
	 	its Manager	 





 


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


 


	Address:	 	 
	 	 
	 	 


 


CH
CAPITAL LENDING, LLC


 


	By:	Holdings
    SPE Manager, LLC,	 
	A
    Delaware limited liability company,	 
	Its
    Manager	 


 


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





	Address:	 	 
	 	 
	 	 


 




    


     


    

 


INVESTORS:


 


	JKP FINANCIAL, LLC,	 
	a Delaware limited liability company	 
	 	 	 	 
	By:
    	/s/ John A. Mase	 
	 	Name: 	John
    A. Mase	 
	 	Title:	Chief
    Executive Officer	 





	Address:	 	 
	 	 
	 	 


 




    


     


    

 





	 	INVESTORS:
	 	 
	 	 
	 	Name:	Stuart
    Lichter 





	 	Address: