Exhibit
10.1


 


EMPLOYMENT
agreement


 


This
Employment Agreement (this “Agreement”) is made and entered into by and between HOF Village Newco, LLC (“HOF Newco”)
and Hall of Fame Resort & Entertainment Company (“Hall of Fame Resort”) (Hall of Fame Resort, together with HOF Newco,
the “Company”), on the one hand, and Benjamin J. Lee (the “Employee”), on the other hand, and shall be effective
on the Effective Date (defined below).


 


RECITALS


 


A.       The
Company desires to employ the Employee on and after the Effective Date, and the Employee desires to be employed by the Company on and
after the Effective Date, all on the terms and subject to the conditions set forth herein.


 


B.       The
Employee is willing to enter into this Agreement in consideration of the terms, conditions, and benefits that the Employee will receive
under the terms hereof, and the Company is willing to enter into this Agreement in consideration of the promises and covenants by Employee
contained herein.


 


AGREEMENT


 


In
consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties agree as follows:


 


1.       ROLE
OF EMPLOYEE.


 


1.1.       Duties
and Status. HOF Newco and Hall of Fame Resort hereby engage the Employee as Chief Financial Officer for the Employment Period,
as defined in Section 3.1 hereof, and the Employee accepts such employment, on the terms and subject to the conditions set forth in this
Agreement. The Employee shall faithfully exercise in good faith such authority and perform such duties on behalf of the Company that
are typically associated with such position and all other duties that may be assigned to the Employee by the Company’s Chief Executive
Officer (“CEO”) from time to time.


 


1.2.       Time
and Effort. During the Employment Period, the Employee shall devote the Employee’s entire working time, energy, and efforts
to the performance of the Employee’s duties hereunder in a manner that will faithfully and diligently further the business and
interests of the Company. Notwithstanding the foregoing, this Section 1.2 shall not be interpreted to prohibit the Employee from making
personal investments of time that do not require more than a de minimis time commitment, performing pro bono, charitable or civic
acts or services or serving on the board of a non-profit organization, or conducting private business affairs if those activities do
not materially interfere with the services required under this Agreement or violate the provisions of Section 4.


 


1.3.       Principal
Place of Employment. The Employee’s principal work location shall be in Canton, Ohio. The Parties agree that there will
be a transition period of fifteen (15) months from the Effective Date, during which time Employee will be permitted to work on a hybrid
in-office and remote schedule (the “Transition Period”). During this Transition Period, Employee shall work in the office
in Canton no less than three (3) days a week or such greater number of days as determined by the CEO to ensure the satisfactory performance
of the Employee’s duties under this Agreement. Thereafter, Employee shall work in Canton on a full-time basis, subject to any further
extension of the Transition Period as mutually agreed in writing by the Parties.


 






     


    


    

 


2.       COMPENSATION
AND BENEFITS.


 


2.1.       Annual
Base Salary. For all of the services rendered by the Employee to the Company during the Employment Period, the Company shall
pay the Employee an annual base salary (“Annual Base Salary”) equal to $350,000.00. The Annual Base Salary shall be payable
in accordance with the practice of the Company in effect from time to time for the payment of salaries to employees of the Company and
shall be subject to applicable withholdings and deductions. The Company will periodically review the Employee’s Annual Base Salary
and implement an increase (but no decrease), if any, as the Company shall determine in its sole discretion is reasonable and appropriate.


 


2.2.       Annual
Bonus. For each calendar year during the Employment Period, Employee shall be eligible to receive an annual bonus (the “Annual
Bonus”). The target for the Annual Bonus opportunity shall be 40% of the Employee’s Annual Base Salary for each such calendar
year and be based on the Company’s achievement of commercially-reasonable Key Performance Indicators (“KPI’s”)
determined by the Company in writing. The Annual Bonus for calendar year 2022 shall be pro-rated. The Annual Bonus shall be paid in cash,
an equity award under the Company’s long-term incentive plan, or a combination thereof, determined in the sole discretion of the
Company. The Annual Bonus, whether payable and cash and/or equity, may be subject to a vesting schedule and other terms and conditions,
including a payment schedule, as determined by the Company in its sole discretion. In order to have earned the Annual Bonus for a particular
calendar year, the Employee must remain employed in a full time capacity through the end of that calendar year and must not (a) have
been, as of the date of payment or settlement, terminated by the Company for Cause (as defined below) or (b) as of the date of payment
or settlement, have ended Employee’s employment with the Company without Good Reason (as defined below), to be entitled to receive
an Annual Bonus.


 


2.3.       Restricted
Stock Award. Subject to the approval of the Board of Directors (the “Board”) of Hall of Fame Resort, the Employee
shall be granted an award of restricted stock units (a “Restricted Stock Unit Award”) that entitles the Employee to receive
one share of Hall of Fame Resort & Entertainment Company (“Hall of Fame Resort”) common stock for each restricted stock
unit that vests in accordance with this Section 2.3 (such grant, a “Restricted Stock Unit Award”).


 


(a)       In
connection with Hall of Fame Resort filing a Form S-8 with the United States Securities and Exchange Commission, and subject to the approval
of the Board, the Employee shall receive a Restricted Stock Unit Award for a number of shares of common stock of the Company equal to
$600,000 divided by the average closing price of Hall of Fame Resort’s common stock for the five trading days preceding, but not
including, the Effective Date.


 


(b)       The
Restricted Stock Unit Award shall be evidenced by an award agreement between Hall of Fame Resort and the Employee.  The award agreement
shall provide that the Employee’s rights in the Restricted Stock Unit Award shall vest and be transferable in 3 equal or nearly
equal installments on (1) the first Anniversary of the Effective Date, (2) the second anniversary of the Effective Date, and (3) the
third anniversary of the Effective Date, if the Employee remains in the continuous employ or service of the Company or an affiliate of
the Company on a full time basis from the Effective Date until the applicable vesting date.  The award agreement shall provide that
any Restricted Stock Units that have not vested on or before the date the Employee ceases to be a full time employee of the Company or
an affiliate shall be forfeited on the date that such employment or services ends for any reason. 


 






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2.4.       Benefits.
The Employee shall be entitled to participate in such benefit plans including, without limitation, any and all retirement, disability,
group life, sickness, accident, vision, dental, and health insurance programs, as the Company may provide from time to time to its employees
generally. The Employee shall be allowed to enroll in the health insurance benefits provided by the Company on the first day of Employee’s
employment with the Company.


 


2.5.       Vacation.
The Employee shall be entitled to 15 days of paid vacation per year during the first and second year of the Employment Period and 25
days of paid vacation per year during the third year of the Employment Period and any year thereafter during the Employment Period. Unused
vacation days for a particular year shall roll over to, and be available for Employee’s use during, the first twelve weeks of the
following year, and any such carry-over vacation days not used by the Employee during the first twelve weeks of the following year shall
be paid out as compensation to the Employee on the first regularly-scheduled payroll date following the end of the twelve-week period.


 


2.6.       Expenses.
Subject to, and in accordance with, such policies as may, from time to time, be established by the Company, the Company shall pay or
reimburse the Employee for all reasonable expenses actually incurred or paid by the Employee in the furtherance of or in connection with
the performance of the Employee’s duties under this Agreement, upon presentation of expense statements or vouchers or such other
supporting information as the Company may reasonably require.


 


2.7.       Travel
and Relocation. In addition to the above, the Company shall pay or reimburse the Employee for all reasonable expenses up to $10,000
actually incurred or paid by the Employee in connection with travel to and from Canton, Ohio during the Transition Period and/or relocation
to Canton, Ohio, upon presentation of expense statements or vouchers or such other supporting information as the Company may reasonably
require. In the event that you voluntarily resign employment within 12 months of the commencement of the Employment Period (as defined
herein), you agree to repay the Company the full amount of all such funds actually received by you pursuant to this Section 2.7 within
30 days of your last date of employment.


 


3.       TERM
AND TERMINATION.


 


3.1.       Employment
Period. Subject to Section 3.2 hereof, the Employee’s employment under this Agreement (the “Employment Period”)
shall commence on March 15, 2022, or such other date as mutually agreed in writing by the parties, provided such date shall be no later
than March 31, 2022, (the “Effective Date”) and shall terminate on the earlier of: (a) the third anniversary of the
Effective Date (such period, the “Initial Term”); provided, however, that on the third anniversary of the Effective
Date and each subsequent anniversary thereafter, the term shall automatically renew for successive 12-month periods unless either party
provides written notice of non-renewal to the other party at least 90 days in advance of the expiration of the Initial Term or the then-current
12-month period (the Initial Term, as may be automatically extended as provided herein, the “Term”); or (b) termination of
this Agreement and the Employee’s employment pursuant to Section 3.2 hereof.


 






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3.2.       Termination
of Employment. Each party shall have the right to terminate the Employee’s employment hereunder before the Term expires
as permitted by this Section 3.2.


 


(a)       By
the Company.


 


(i)       For
Cause. The Company shall have the right to terminate this Agreement and the Employee’s employment hereunder at any time upon
delivery of written notice of termination for Cause (as defined below) to the Employee by the Company, such employment to terminate immediately
upon delivery of such notice for a termination under 3.2(a)(i)(A) or (B), unless otherwise specified in such notice, or upon expiration
of the notice and cure period described herein for a termination under 3.2(a)(i)(C) or (D). As used herein, “Cause” means
that the Company has determined that the Employee: (A) has misappropriated, stolen, or embezzled funds or property from the Company
or, without the permission of the Company, secured or attempted to secure personally any profit in connection with any transaction entered
into on behalf of the Company; (B) has been charged with a felony which in the reasonable opinion of the Company brings the Employee
into disrepute or is likely to cause material harm to the Company’s business, customer, or supplier relations, financial condition,
prospects, or reputation; (C) has willfully failed to perform the Employee’s duties to the Company in a manner reasonably satisfactory
to the Company; or (D) has willfully violated or breached any provision of this Agreement or any law or regulation, where, in the reasonable
opinion of the Company, such violation or breach is to the material detriment of the Company or its business. A termination by the Company
shall not be for Cause under Section 3.2(a)(i)(C) or (D) unless: (1) the Company gives the Employee written notice specifying the event
or condition that the Company asserts authorizes termination for Cause under Section 3.2(a)(i)(C) or (D) and (2) during the 30 days following
receipt of such notice, the Employee fails to remedy or cure the event or condition. Any termination of employment pursuant to this Section
3.2(a)(i) shall entitle the Employee to receive only the payments referred to in Section 3.3(a) hereof.


 


(ii)       Without
Cause. The Company shall have the right to terminate this Agreement and the Employee’s employment hereunder without Cause after
60 days’ prior written notice by the Company to the Employee. Any termination of employment pursuant to this Section 3.2(a)(ii)
shall entitle the Employee to receive the payments referred to in Section 3.3(a) and (b) hereof.


 


(iii)       Upon
Total Disability. The Company shall have the right to terminate this Agreement and the Employee’s employment hereunder upon
five days’ prior written notice to the Employee if the Company determines that the Employee is unable to perform the Employee’s
duties by reason of Total Disability. As used herein, “Total Disability” shall mean the inability of the Employee, due to
physical or mental illness or injury, and with the benefit of any reasonable accommodation requested by and provided to the Employee,
to perform the Employee’s essential duties hereunder for any period of 180 consecutive days.  The return of the Employee to
the Employee’s duties for periods of 30 days or less shall not interrupt such 180-day period. Upon any termination of employment
pursuant to this Section 3.2(a)(iii), the Employee shall only be entitled to receive the payments referred to in Section 3.3(a) hereof.


 






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(b)       By
the Employee.


 


(i)       For
Good Reason. The Employee shall have the right to terminate this Agreement and his employment hereunder for Good Reason, such employment
to terminate upon expiration of the notice and cure period described herein. As used herein, “Good Reason” shall mean: (A)
any material failure by the Company to comply with any provision of this Agreement; (B) a material diminution in the Employee’s
overall duties and responsibilities as a result of any merger or business combination to which the Company is a party; or (C) the permanent
relocation of the Employee’s principal place of employment to a location that is more than 50 miles from Canton, Ohio. A termination
by the Employee shall not be for Good Reason unless: (1) the Employee gives the Company written notice specifying the event or condition
that the Employee asserts authorizes termination for Good Reason; (2) the Employee did not cause the event or condition that Employee
asserts authorizes Employee’s termination for Good Reason or knowingly allow such event or condition to occur (but only if Employee
had the authority and power to cause the event not to occur and knowingly chose not to exercise such power or authority); (3) such notice
is given no more than 30 days after the occurrence of the event or the initial existence of the condition that Employee asserts authorizes
termination for Good Reason; (4) during the 30 days following receipt of such notice, the Company fails to remedy or cure the event or
condition; and (5) Employee terminates Employee’s employment within 30 days after the end of such cure period. In the event that
the Employee elects to terminate his employment pursuant to Section 3.2(b)(i) and in accordance with the notice and cure requirements
in subparts (1) through (5) above, the Employee shall be entitled to receive the payments referred to in Section 3.3(a) and (b) hereof.


 


(ii)       Without
Good Reason. The Employee shall have the right to terminate this Agreement and his employment hereunder without Good Reason after
60 days’ prior written notice by the Employee to the Company. If the Employee gives 60 days’ notice of termination without
Good Reason under this Section 3.2(b)(ii), the Company in its sole discretion can elect to make the Employee’s resignation of employment
effective immediately at any time during the 60-day notice period, and any such termination by the Company shall not convert Employee’s
resignation into a termination by the Company without Cause. In the event the Employee elects to terminate his employment pursuant to
Section 3.2(b)(ii), the Employee shall be entitled to receive only the payments referred to in Section 3.3(a) hereof. Further, if the
Employee fails to give 60 days’ notice of termination without Good Reason under this Section 3.2(b)(ii), the Employee shall not
be entitled to receive payment for any accrued but unused vacation as of the Termination Date.


 


(c)       By
Expiration of Agreement. This Agreement and the Employee’s employment hereunder shall terminate upon the date of the expiration
of the then-current Term in the event either party elects not to renew the then-current Term pursuant to Section 3.1. In the event the
employment of the Employee is terminated by the expiration of the then-current Term, the Employee shall be entitled to receive only the
payments referred to in Section 3.3(a) hereof.


 






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(d)       Death
of Employee. This Agreement and the Employee’s employment hereunder shall terminate upon the death of the Employee. In
such an event, the Employee’s surviving spouse, or if none, the Employee’s estate shall be entitled to receive only the payments
referred to in Section 3.3(a) hereof.


 


3.3.       Compensation
and Benefits Following Termination. Except as specifically provided in this Section 3.3, any and all obligations of the Company
to make payments to the Employee under this Agreement shall cease as of the date the Employment Period expires under Section 3.1 or as
of the date the Employee’s employment is terminated under Section 3.2, as the case may be (either such date, the “Termination
Date”). From the date of any notice of termination through the Termination Date (to the extent they are different), the Employee
shall continue to perform the normal duties of the Employee’s employment hereunder (unless waived by the Company) and shall be
entitled to receive when due all compensation and benefits applicable to the Employee hereunder.


 


(a)       Standard
Termination Payments. In the event that the Employee’s employment terminates for any reason under any provision in Section
3.2, the Company shall, within the period prescribed by applicable State law but no later than 30 days after the Termination Date, pay
the Standard Termination Payments (as defined below) to the Employee or, in the case of termination pursuant to Section 3.2(d) on account
of the death of the Employee, to the Employee’s surviving spouse or estate as appropriate. For purposes of this Section 3.3, “Standard
Termination Payments” shall mean (i) the Employee’s earned and unpaid Annual Base Salary through the Termination Date; (ii)
any unreimbursed business and entertainment expenses that are reimbursable through the Termination Date; and (iii) any accrued but unused
vacation as of the Termination Date. Moreover, for any such termination, the Employee shall be entitled to receive any vested benefits
to which the Employee has a right under the Company’s benefit plans and programs, including without limitation continuation coverage
under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, which benefits will be provided in accordance with the
applicable plan terms.


 


(b)       By
Company Without Cause or by Employee for Good Reason. In the event that the Company elects to terminate this Agreement and the
Employee’s employment hereunder without Cause under Section 3.2(a)(ii) or the Employee elects to terminate this Agreement and his
employment hereunder for Good Reason under Section 3.2(b)(i), in addition to the Standard Termination Payments provided in Section 3.3(a),
and subject to the Employee’s execution of a release on or after the Termination Date that becomes effective and irrevocable as
described in Section 3.4, the Company shall continue to pay the Employee his then-current Annual Base Salary, less applicable deductions
and withholdings, for twelve months after the Termination Date. The first salary continuation payment will be paid to the Employee on
the first Company payroll date that is ten days after the date that the release described in Section 3.4 becomes effective and irrevocable
and will include any salary continuation payments for payroll dates between the Termination Date and the first salary continuation payment
date.


 






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3.4.       Release.
The Company will have no obligation to the Employee for the severance continuation payments under Section 3.3(b) unless the Employee
has executed, on or after the Termination Date, and delivered to the Company, on or before the 50th day following the Termination
Date, an effective and irrevocable general release and waiver of claims that releases the Company and all of its related entities, affiliates,
investors, owners, and employees from, and promises not to sue them for, all claims and liabilities arising on or before the date the
Employee signs the release, including claims related to the Employee’s employment with and separation from the Company, in the
form of Exhibit A attached hereto with such changes as may be necessary under applicable law or as agreed to by the parties.


 


3.5.       Resignation.
Upon termination of the Employee’s employment, the Employee hereby agrees that the Employee shall automatically be treated as having
resigned from any offices or positions related to the Company or any of its affiliates.


 


4.       RESTRICTIVE
COVENANTS.


 


4.1.       Recitals.
While employed with the Company, the Employee will be employed in a position of trust and confidence, and as a result, the Employee will
be provided with the Company’s trade secrets and confidential or proprietary information, including but not limited to information
related to (a) reports, pricing, selling, purchasing, and pricing procedures, and financing methods of the Company, and any specific
and proprietary techniques utilized by the Company in designing, developing, testing, or marketing its products or in performing services
for clients, customers, and accounts of the Company; (b) the business plans and financial statements, reports, and projections of the
Company; (c) identities, addresses, contact persons, purchasing habits, and all other information related to the Company’s customers,
clients, and investors, purchasers, lenders, or any other confidential information relating to or dealing with the business operations
or activities of the Company; and (d) information concerning the licenses, permits, or other authorizations relevant to the Company’s
business, made known to the Employee or acquired by the Employee in the course of the Employee’s employment at the Company (collectively,
“Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include information or materials
(a) that was or becomes generally available to the public other than as a result of breach of this Agreement by the Employee or (b) which
the Employee had in his possession prior to disclosure by the Company or receives from a third party who, to the Employee’s knowledge,
is not bound by a duty of confidentiality to the Company. The Employee acknowledges that the Company takes reasonable steps to protect
its Confidential Information and to prevent disclosure of its Confidential Information to the public. Moreover, the Employee acknowledges
that during Employee’s employment with the Company, the Employee will be put in a position of trust and confidence with the Company’s
customers, employees, and consultants. The Employee agrees and acknowledges, therefore, that it is fair and reasonable for the Company
to take steps necessary to protect its Confidential Information; protect against the risk of misappropriation of such Confidential Information;
and protect the Company’s relationship with its customers, employees, and consultants.


 


4.2.       Non-Recruitment.
By and in consideration of the Company’s entering into this Agreement, and in further consideration of the Employee’s exposure
to the Confidential Information of the Company and its affiliates, the Employee agrees that the Employee shall not, during the Employee’s
employment with the Company and for a period of six (6) months after the Employee’s employment with the Company is terminated by
either party for any reason (the “Restricted Period”): (a) directly or indirectly hire, induce, or solicit (or assist any
person or entity to hire, induce, or solicit) for employment any person who is, or within six (6) months prior to the date of such hiring,
inducement, or solicitation was, an employee of the Company or (b) induce or solicit (or assist any person or entity to induce or solicit)
any person who is an employee of the Company to terminate his/her employment relationship with the Company. The foregoing does not apply
to any employee who responds to any general public advertisement by the Employee or is referred by an employment agency, so long as the
advertisement or agency search was not directed towards any such employee or group of employees of the Company.


 






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4.3.       Confidential
Information. This covenant is independent of, and in addition to, those set forth above.


 


(a)       In
order to protect the Company’s Confidential Information, the Employee hereby covenants and agrees that the Employee will at all
times hold the Confidential Information in confidence, will take all reasonable and necessary measures to prevent the disclosure of the
Confidential Information, and will not use or disclose any Confidential Information, except for the benefit of the Company and to authorized
representatives of the Company, to professional advisors (including without limitation attorneys, accountants, and financial advisors),
or except as required by any governmental, regulatory, or judicial authority.


 


(b)       The
Employee acknowledges that all Confidential Information are and shall remain the sole, exclusive, and valuable property of the Company
and that the Employee has and shall acquire no right, title, or interest therein. Any and all printed, typed, written, or other material
that the Employee may have or obtain with respect to Confidential Information shall be and remain the exclusive property of the Company,
and any and all material (including any copies) shall, upon request of the Company, be promptly delivered by the Employee to the Company.


 


(c)       If
the Employee becomes compelled by law, by regulatory or judicial process or by any other proceeding to make any disclosure that is prohibited
by this Section 4.3, the Employee shall, to the extent legally permissible, provide the Company with prompt notice of such compulsion
so that the Company may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this
Section 4.3. In the absence of a protective order or other remedy, the Employee may disclose that portion (and only that portion) of
the Confidential Information that, based upon the opinion of the Employee’s counsel, the Employee is legally compelled to disclose;
provided, however, that the Employee shall use commercially reasonable efforts to obtain written assurance that any person to
whom any Confidential Information is so disclosed shall accord confidential treatment to such Confidential Information.


 


(d)       Nothing
in this Agreement prohibits Employee from disclosing a Company trade secret (i) in confidence to a Federal, State, or local government
official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint
or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Moreover, if Employee files a lawsuit for
retaliation by an employer for reporting a suspected violation of law, Employee may disclose a Company trade secret to the Employee’s
attorney and use the trade secret information in the court proceeding if the Employee files any document containing the trade secret
under seal and does not disclose the trade secret except pursuant to court order.


 






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4.4.       Scope
and Reasonableness.


 


(a)       The
parties agree that it is not their intention to violate any public policy, rule of public order, or statutory or common law. The parties
intend that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied
in each jurisdiction in which enforcement is sought. If any provision of this Agreement is found by a court to be unenforceable, the
parties authorize the court to amend or modify the provision to make it enforceable in the most restrictive fashion permitted by law.


 


(b)       The
Employee acknowledges that the restrictions contained in this Section 4, in view of the nature of the business in which the Company is
engaged and in view of the Confidential Information to which the Employee will be exposed, are reasonable and necessary in order to protect
the Confidential Information of the Company and the Company’s relationships with its customers, employees, and consultants, and
that any violation thereof would result in irreparable injuries to the Company, and the Employee therefore acknowledges that, in the
event of the Employee’s violation of any of these restrictions, the Company shall be entitled to seek from any court of competent
jurisdiction (in any jurisdiction) preliminary and permanent injunctive relief as well as damages and an equitable accounting of all
earnings, profits, and other rights or remedies to which the Company may be entitled. Notwithstanding the foregoing to the contrary,
under no circumstances shall the Employee be liable for special, consequential, or punitive damages for any breach of this Agreement
or otherwise. If the Employee violates any of the restrictions contained in the foregoing Section 4.2, the Restricted Period shall not
run in favor of the Employee from the time of the commencement of any such violation until such violation shall be cured by the Employee
to the reasonable satisfaction of Company.


 


4.5.       Survival.
Any provision of this Agreement to the contrary notwithstanding, if this Agreement is terminated for any reason, the provisions and covenants
of this Section 4 shall nevertheless remain in full force and effect in accordance with their respective terms.


 


5.       MISCELLANEOUS.


 


5.1.       Code
Section 409A.


 


(a)       This
Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with, or otherwise be exempt
from, Section 409A of the Internal Revenue Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation
section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with the
requirements and exemptions under Section 409A. If any provision of this Agreement is found not to comply with, or otherwise not be exempt
from, the provisions of Section 409A, it shall be modified and given effect, in the sole reasonable discretion of the Employer and without
requiring the Employee’s consent, in such manner as the Employer reasonably determines to be necessary or appropriate to comply
with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion, the Employer shall
modify this Agreement in the least restrictive manner necessary and provided further that the Employer have no obligation to indemnify
the Employee or hold the Employee harmless from any adverse tax consequences related to any failure to comply with Section 409A. Each
payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A.


 






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(b)       With
respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as provided under this Agreement,
such reimbursement of expenses or provision of in-kind benefits shall be subject to the following limitations: (i) the expenses eligible
for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement
or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for
the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; (ii) the reimbursement of an eligible expense
shall be made as specified in this Agreement and in accordance with Employer’s normal reimbursement procedures for senior management,
and (iii) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.


 


(c)       If
a payment obligation under this Agreement arises on account of the Employee’s termination of his employment and such payment obligation
constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to
the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall be payable only after the Employee’s “separation
from service” (as defined under Treasury Regulation section 1.409A-1(h)); provided, however, that if the Employee is a “specified
employee” (as defined under Treasury Regulation section 1.409A-1(i)), any such payment obligation that is scheduled to be paid
within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh
month beginning after the date of the Employee’s separation from service or, if earlier, within fifteen days after the appointment
of the personal representative or executor of the Employee’s estate following the Employee’s death.


 


5.2.       Applicable
Law. This Agreement shall be construed and interpreted according to the laws of the State of Ohio, without regard to the conflicts
of law rules thereof.


 


5.3.       Headings.
The headings and captions set forth herein are for convenience of reference only and shall not affect the construction or interpretation
hereof.


 


5.4.       Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of successors and permitted assigns of the parties.
This Agreement may not be assigned, nor may performance of any duty hereunder be delegated, by either party without the prior written
consent of the other; provided, however, the Company may assign this Agreement to any successor to its business or to any affiliate.


 


5.5.       Entire
Agreement; Termination of Services Agreement. This Agreement sets forth the entire agreement and understanding of the parties
with respect to the subject matter hereof, and there are no other contemporaneous written or oral agreements, undertakings, promises,
warranties, or covenants not specifically referred to or contained herein. This Agreement specifically supersedes any and all prior agreements
and understandings of the parties with respect to the subject matter hereof, all of which prior agreements and understandings are hereby
terminated and of no further force and effect.


 






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5.6.       Amendments.
This Agreement may be amended, modified, or terminated only by a written instrument signed by the parties hereto.


 


5.7.       Waiver.
The Company’s failure to enforce any provision or provisions in this Agreement shall not in any way be construed as a waiver of
any provision or provisions of this Agreement, or prevent the Company from thereafter enforcing each and every provision of this Agreement.


 


5.8.       Execution
in Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all
of which together shall constitute one and the same Agreement. This Agreement may be delivered by facsimile transmission or email attachment
of an originally executed copy.


 


5.9.       Severability.
If any section, provision, clause or part of this Agreement, or the applications thereof under certain circumstances, is held invalid
or unenforceable for any reason, the remainder of this Agreement, or the application of such section, provision, clause or part under
other circumstances, shall not be affected thereby.


 


5.10.       Incorporation
of Recitals. The Recitals to this Agreement are an integral part of, and by this reference are hereby incorporated into, this
Agreement.


 


5.11.       Withholdings.
Each payment of compensation or benefits to or on behalf of the Employee under this Agreement shall be reduced by authorized deductions.


 


[Signatures
on Following Page]


 






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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written below.


 


	 	HOF VIllage
    newco, llc
	 	 	 
	 	By:	/s/ Michael Crawford
	 	Name:	Michael Crawford  
	 	Title:	President and CEO
	 	Date:	2/14/2022
	 	 	 
	 	Hall of Fame
    Resort & Entertainment Company
	 	 	 
	 	By:	/s/ Michael Crawford
	 	Name:	Michael Crawford  
	 	Title:	President and CEO
	 	Date:	2/14/2022
	 	 	 
	 	Benjamin
    J. Lee
	 	 	 
	 	/s/ Benjamin J. Lee
	 	Benjamin J. Lee, Individually
	 	 	 
	 	2/14/2022 
	 	Date


 


[Signature
Page to Lee Employment Agreement]


 






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Exhibit
A


 


Form
of Release


 


GENERAL
RELEASE AND WAIVER


 


THIS
GENERAL RELEASE AND WAIVER (this “Release”) is entered into by and between [___] (the “Company”) and [●]
(the “Employee”). The Company and the Employee hereby agree as follows:


 


1.       Employment
Status. The Employee’s employment with the Company terminated effective as of [●].


 


2.       Payment
and Benefits. The Company shall provide the Employee with the salary continuation payments specified in and subject to the provisions
of Section 3.3(b) of the Employment Agreement dated as of [●], by and between the Company and the Employee (the “Employment
Agreement”); provided, that such payment is subject to certain terms and conditions, including without limitation this Release
becoming effective, as provided in the Employment Agreement.


 


3.       No
Liability. This Release does not constitute an admission by any of the Company Releasees (as defined below) of any unlawful acts
or of any violation of federal, state, or local laws.


 


4.       Release.
In consideration of the payments and benefits set forth in the Employment Agreement, the Employee, for the Employee, the Employee’s
heirs, administrators, representatives, executors, successors, and assigns (collectively, the “Employee Releasors”), hereby
irrevocably and unconditionally releases, acquits, and forever discharges the Company and its current and former parents, affiliates,
subsidiaries, divisions, successors, assigns, trustees, officers, directors, partners, shareholders, agents, parents, employees, including
without limitation all persons acting by, through, under, or in concert with any of them (collectively, the “Company Releasees”)
from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions,
causes of action, suits, rights, demands, costs, losses, debts, and expenses (including attorneys’ fees and costs) of any nature
whatsoever, known or unknown, whether in law or equity and whether arising under federal, state, or local law that the Employee Releasors
had, now have, or may hereafter claim to have had against each or any of the Company Releasees by reason of any matter, cause, or thing
occurring, done, or omitted to be done on or before the date of Employee’s execution of this Release. Without limitation, this
Release includes a knowing and voluntary waiver of any and all rights, claims, and causes of action for discrimination based upon race,
color, ethnicity, sex, national origin, religion, disability, and age (including without limitation under the Age Discrimination in Employment
Act of 1967 as amended by the Older Workers Benefit Protection Act (“ADEA”), Title VII of the Civil Rights Act of 1964 as
amended by the Civil Rights Act of 1991, the Equal Pay Act of 1962, the Americans with Disabilities Act of 1990, and any other federal,
state, or local anti-discrimination law) or any other unlawful criterion or circumstance. Employee is not waiving or releasing any claims
that may arise after the date that the Employee executes this Release or claims related to the Equity Award Agreement. Moreover, this
Release does not cover the Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity
Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer
laws related to employment, against the Company Releasees (with the understanding that any such filing or participation does not give
the Employee the right to recover any monetary damages against the Company Releasees; the Employee’s release of claims herein bars
the Employee from recovering such monetary relief from the Company Releasees).


 






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In
addition, for purposes of this Release, the Employee represents that the Employee is not aware of any claims against the Company Releasees.


 


5.       Restrictive
Covenants. The Employee expressly acknowledges and agrees that Employee will continue to be bound by the obligations set forth in
Section 4 of the Employment Agreement for the periods set forth therein.


 


6.       Company
Property. By signing this Release, the Employee acknowledges that the Employee has returned to the Company all originals and copies
of Company documents and all Company property, including without limitation, keys, computer files, diskettes, database information, client
information, sales documents, financial statements, budgets and forecasts, and any similar information. The Employee further represents
that the Employee has left intact all of the Company’s electronic files, including those that Employee developed or helped develop
during the Employee’s employment with the Company.


 


7.       Bar.
The Employee acknowledges and agrees that, if the Employee should hereafter make any claim or demand or commence or threaten to commence
any action, claim, or proceeding against the Company Releasees with respect to any cause, matter, or thing which is the subject of the
release under Paragraph 4 of this Release, this Release may be raised as a complete bar to any such action, claim, or proceeding, and
the applicable Company Releasee may recover from the Employee all expenses and costs incurred in connection with such action, claim,
or proceeding, including attorneys’ fees.


 


8.       Non-Disparagement.
The Employee agrees not to make any statement, oral or written, that would reasonably be considered disparaging of the Company, its programs,
or its services, or any of the Company Releasees. The Company agrees that then-current members of its Employee management team acting
in their capacity as employees of the Company will not make any statement, oral or written, that would reasonably be considered to be
disparaging of the Employee. Nothing in this Section 8 shall prevent the Employee or the Company from providing truthful information
if compelled to do so by law or by regulatory or judicial process.


 


9.       Governing
Law; Interpretation. This Release shall be governed by and construed in accordance with the laws of the State of Ohio, without regard
to the conflicts of law rules thereof. If for any reason any part of this Release shall be determined to be unenforceable, the remaining
terms and conditions shall be enforced to the fullest extent possible.


 


10.       Acknowledgments.
The Employee acknowledges that the Employee has been advised in writing to consult with an attorney before signing this Agreement. The
Employee further acknowledges that the Employee has been given sufficient time to review this Release, the Employee has read and fully
understands its provisions, the Employee voluntarily accepts its terms, and the Employee has a period of twenty-one (21) days in which
to consider entering into this Release. If the Employee executes the Release in less than twenty-one (21) days, the Employee acknowledges
that the Employee is doing so voluntarily and that the Employee is waiving the Employee’s right to the full twenty-one (21) days
to consider the Release.


 






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11.       Revocation.
The Employee has a period of seven (7) days following the execution of this Release during which the Employee may revoke this Release,
and this Release shall not become effective or enforceable until such revocation period has expired.


 


12.       Counterparts.
This Release may be executed by the parties hereto in counterparts, which taken together shall be deemed one original. This Release may
be delivered by facsimile transmission or email attachment of an originally executed copy.


 


THE
UNDERSIGNED HAVE CAREFULLY READ THIS RELEASE; THEY KNOW AND UNDERSTAND ITS TERMS; THEY FREELY AND VOLUNTARILY AGREE TO ABIDE BY ITS TERMS;
AND THEY HAVE NOT BEEN COERCED INTO SIGNING THIS AGREEMENT.


 


	 	 
	[____]	 	 
	 	 	 
	 	 
	Date	 	 
	 	 	 
	[___]	 	 
	 	 	 
	By:	 	 
	Title:	 	 
	 	 	 
	 	 
	Date	 	 


 


 


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