Exhibit
4.11


 


DESCRIPTION
OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES 

EXCHANGE ACT OF 1934


 


AS
OF DECEMBER 31, 2021


 


As
of December 31, 2021, we had two classes of securities registered under Section 12 of the Securities Exchange Act of 1945, as amended,
our Common Stock and our Series A Warrants. The following summary of the material terms of our securities is not intended to be a complete
summary of the rights and preferences of such securities, and is qualified by reference to our Certificate of Incorporation, our Bylaws
and the warrant-related documents described herein, which are exhibits to the Form 10-K of which this exhibit is a part. We urge to you
read each of the Certificate of Incorporation, the Bylaws and the warrant-related documents described herein in their entirety for a
complete description of the rights and preferences of our securities.


 


General


 


Pursuant
to our Certificate of Incorporation, our authorized capital stock consists of (i) 300,000,000 shares of Common Stock, and (ii)
5,000,000 are shares of preferred stock, $0.0001 par value (“Preferred Stock”). As of December 31, 2021, there were
97,563,841 shares of our Common Stock, 3,600 shares of our 7.00% Series A Cumulative Redeemable Preferred Stock (“Series A
Preferred Stock”), and 15,200 shares of our 7.00% Series B Convertible Preferred Stock (the “Series B Preferred
Stock”) issued and outstanding.


 


Common
Stock


 


Voting
Rights. Holders of Common Stock will exclusively possess all voting power and each share of Common Stock will have one vote
on all matters submitted to our stockholders for a vote. Holders of Common Stock do not have any cumulative voting rights.


 


Dividend
Rights. Holders of Common Stock will be entitled to receive dividends or other distributions, if any, as may be declared
from time to time by our board of directors in its discretion out of funds legally available therefor and share equally on a per share
basis in all such dividends and other distributions.


 


Liquidation
Rights. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders
of Common Stock will be entitled to receive their ratable and proportionate share of our remaining assets.


 


Other
Rights. Holders of Common Stock will have no conversion, preemptive or other subscription rights and there are no sinking
fund or redemption provisions applicable to our Common Stock.


 


Preferred
Stock


 


Our
board of directors is expressly granted authority to issue shares of Preferred Stock, in one or more series, and to fix for each such
series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special
rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions
adopted by our board of directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be
permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding
shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class, without a separate
vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred
Stock Designation.


 






    


     


    

 


Series
A Preferred Stock


 


We
currently have 3,600 shares of Series A Preferred Stock outstanding.


 


On
October 8, 2020, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of
State of the State of Delaware to establish the preferences, limitations and relative rights of the Series A Preferred Stock. The Certificate
of Designations became effective upon filing. The number of authorized shares of Series A Preferred Stock is 52,800. The price per share
at issue is $1,000, as appropriately adjusted for stock splits, stock dividends, combinations, and subdivisions of Series A Preferred
Stock. 


 


Holders
of the Series A Preferred Stock are entitled to a cumulative dividend at the rate of 7.0% per annum, payable quarterly in arrears, as
set forth in the Certificate of Designations. The Series A Preferred Stock ranks senior to the Company’s common stock, par value
$0.0001 per share (the “Common Stock”), with respect to dividend rights and rights on the distribution of assets on any voluntary
or involuntary liquidation, dissolution or winding up of the affairs of the Company (a “Liquidation Event”). The Series A
Preferred Stock has a liquidation preference of $1,000 per share plus an amount equal to any accrued and unpaid dividends to the date
of payment (the “Liquidation Preference”). Under the Certificate of Designations, the Company may not enter into or permit
to exist any contract, agreement, or arrangement that prohibits or restricts the Company from paying dividends on the Series A Preferred
Stock, unless such contract, agreement, or arrangement has been approved in writing, in advance, by the holders of a majority of the
then-outstanding shares of Series A Preferred Stock.


 


Holders
of the Series A Preferred Stock have no voting rights, except as required by law, and have no rights of preemption or rights to convert
such Series A Preferred Stock into shares of any other class of capital stock of the Company.


 


The
Company must redeem for cash each share of Series A Preferred Stock 60 months after it is issued (the “Mandatory Redemption Date”),
at a price per share equal to the Liquidation Preference (the “Redemption Price”); provided, however, that (i) holders of
a majority of the then outstanding shares of Series A Preferred Stock may extend the Mandatory Redemption Date for any share of Series
A Preferred Stock 12 months (i.e., to a date that is 72 months after the issue date for such share) (the “First Extension”),
and (ii) if the First Extension is exercised, then holders of a majority of the then outstanding shares of Series A Preferred Stock may
extend the Mandatory Redemption Date for any share of Series A Preferred Stock by an additional twelve (12) months (i.e., to a date that
is 84 months after the issue date for such share).


 


The
Company has the option to redeem for cash, in whole or in part, the shares of Series A Preferred Stock at the time outstanding, at a
price per share equal to the Redemption Price.


 


The
sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of
the property and assets of the Company shall be deemed a Liquidation Event, unless the holders of a majority of the then outstanding
shares of Series A Preferred Stock agree in writing, prior to the closing of any such transaction, that such transaction will not be
considered a Liquidation Event. A merger, consolidation or any other business combination transaction of the Company into or with any
other corporation or person, or the merger, consolidation or any other business combination transaction of any other corporation or person
into or with the Company (any of the foregoing, a “Business Combination Transaction”) shall not be deemed a Liquidation Event,
so long as either (A) the holders of a majority of the then outstanding shares of Series A Preferred Stock agree in writing, prior to
the closing of any such Business Combination Transaction, that such Business Combination Transaction will not be considered a Liquidation
Event, or (B) such Business Combination Transaction would not adversely affect the holders of the Series A Preferred Stock or the powers,
designations, preferences and other rights of the Series A Preferred Stock.


 


Series
B Preferred Stock


 


We
currently have 15,200 shares of Series B Preferred Stock outstanding.


 


On
May 13, 2021, the Company filed a Certificate of Designations (the “Series B Certificate of Designations”) with the Secretary
of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series B Preferred Stock. The
Series B Certificate of Designations became effective upon filing. The number of authorized shares of Series B Preferred Stock is 15,200.
The price per share at issue is $1,000, as appropriately adjusted for stock splits, stock dividends, combinations, and subdivisions of
Series B Preferred Stock (“Original Issue Date Price”).


 






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Holders
of the Series B Preferred Stock are entitled to a cumulative dividend at the rate of 7.0% per annum (the “Dividend Rate”).
For each share of Series B Preferred Stock, the Dividend Rate is payable (A) 4.00% per annum in cash (the “Mandatory Cash Dividend”),
plus (B) at the election of the holder of such share of Series B Preferred Stock, either (A) 3.00% per annum in cash (the “Elective
Cash Dividend”), or (B) 3.00% per annum in shares of Common Stock, calculated in accordance with Section 4(b)(iv) hereof (the “Elective
PIK Dividend”). Mandatory Cash Dividends are payable quarterly in arrears, as set forth in the Series B Certificate of Designations.
In connection with any Automatic Conversion (defined below) or Optional Conversion (defined below), the holder of each share of Series
B Preferred Stock then being converted shall notify the Corporation, as to whether such holder wishes to receive the Elective Cash Dividend
or the Elective PIK Dividend for such holder’s shares of Series B Preferred Stock then being converted.


 


The
Series B Preferred Stock ranks senior to the Company’s Common Stock and ranks on par with the Company’s Series A Preferred
Stock with respect to dividend rights and rights on the distribution of assets on any Liquidation Event. The Series B Preferred Stock
has a liquidation preference of $1,000 per share plus an amount equal to any accrued and unpaid dividends to the date of payment (the
“Series B Liquidation Preference”). Under the Series B Certificate of Designations, the Company may not enter into or permit
to exist any contract, agreement, or arrangement that prohibits or restricts the Company from paying dividends on the Series B Preferred
Stock, unless such contract, agreement, or arrangement has been approved in writing, in advance, by the holders of a majority of the
then outstanding shares of Series B Preferred Stock.


 


Holders
of the Series B Preferred Stock have no voting rights, except as required by law, and have no rights of preemption.


 


On
the third anniversary of the date on which shares of Series B Preferred Stock are first issued (the “Automatic Conversion Date”),
each share of Series B Preferred Stock, except to the extent previously converted pursuant to an Optional Conversion, shall automatically
be converted into that number of shares of Common Stock equal to the quotient of (i) the sum of (A) the Original Issue Date Price of
such share of Series B Preferred Stock, plus (B) all accrued and unpaid Mandatory Cash Dividends on such share of Series B Preferred
Stock as of the Automatic Conversion Date, divided by (ii) the Conversion Price as of the Automatic Conversion Date (the “Automatic
Conversion”). “Conversion Price” means $3.06, as appropriately adjusted for stock splits, stock dividends, combinations,
and subdivisions of Common Stock.


 


At
any time following the date on which shares of Series B Preferred Stock are first issued, and from time to time prior to the Automatic
Conversion Date, each holder of Series B Preferred Stock shall have the right, but not the obligation, to elect to convert all or any
portion of such holder’s shares of Series B Preferred Stock into shares of Common Stock, on terms similar to the Automatic Conversion
(any such conversion, an “Optional Conversion”).


 


The
sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of
the property and assets of the Company shall be deemed a Liquidation Event, unless the holders of a majority of the then outstanding
shares of Series B Preferred Stock agree in writing, prior to the closing of any such transaction, that such transaction will not be
considered a Liquidation Event. A Business Combination Transaction shall not be deemed a Liquidation Event, so long as either (A) the
holders of a majority of the then outstanding shares of Series B Preferred Stock agree in writing, prior to the closing of any such Business
Combination Transaction, that such Business Combination Transaction will not be considered a Liquidation Event, or (B) such Business
Combination Transaction would not adversely affect the holders of the Series B Preferred Stock or the powers, designations, preferences
and other rights of the Series B Preferred Stock.


 


Series
A Warrants


 


Upon
completion of the Business Combination, all of the warrants to purchase GPAQ Common Stock were cancelled and exchanged for Series A Warrants
to purchase 1.421333 shares of our Common Stock per Series A Warrant on the same terms and conditions as the original warrants.


 






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Each
Series A Warrant entitles the registered holder to purchase 1.421333 shares of our Common Stock at a price of $11.50 per share of Common
Stock, subject to adjustment as discussed below, at any time beginning 30 days after the consummation of the Business Combination. The
Series A Warrants will expire five years after the consummation of the Business Combination at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.


 


We
are not obligated to deliver any shares of Common Stock pursuant to the exercise of a Series A Warrant and have no obligation to settle
such Series A Warrant exercise unless a registration statement under the Securities Act with respect to the shares Common Stock underlying
the Series A Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described
below with respect to registration. No Series A Warrant will be exercisable and we will not be obligated to issue shares of our Common
Stock upon exercise of a Series A Warrant unless Common Stock issuable upon such Series A Warrant exercise has been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Series A Warrants. In the
event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Series A Warrant, the holder
of such Series A Warrant will not be entitled to exercise such Series A Warrant and such Series A Warrant may have no value and expire
and be worthless. In the event that a registration statement is not effective for the exercised Series A Warrants, the purchaser of a
unit of GPAQ that was detached into one share of GPAQ common stock and one GPAQ warrant that were exchanged for our Common Stock and
Series A Warrant, will have paid the full purchase price for the unit solely for the share of GPAQ common stock underlying such unit.


 


We
have agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Business Combination,
we will use our best efforts to file with the Commission a registration statement for the registration, under the Securities Act, of
the shares of our Common Stock issuable upon exercise of the Series A Warrants. We will use our best efforts to cause the same to become
effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
of the Series A Warrants in accordance with the provisions of the Warrant Agreement. Notwithstanding the above, if our Common Stock is
at the time of any exercise of a Series A Warrant not listed on a national securities exchange such that it satisfies the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Series A
Warrants who exercise their Series A Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required
to use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.


 


Once
the Series A Warrants become exercisable, we may call the Series A Warrants for redemption:


 


		●	in
                                            whole and not in part;



 


		●	at
                                            a price of $0.01 per Series A Warrant;



 


		●	upon
                                            not less than 30 days’ prior written notice of redemption (the “30-day redemption
                                            period”) to each Series A Warrant holder; and



 


		●	if,
                                            and only if, the reported last sale price of our Common Stock equals or exceeds $18.00 per
                                            share for any 20 trading days within a 30-trading day period ending three business days before
                                            we send the notice of redemption to the Series A Warrant holders.



 


If
and when the Series A Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify
the underlying securities for sale under all applicable state securities laws.


 


We
have established the list of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the
call a significant premium to the Series A Warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of
redemption of the Series A Warrants, each Series A Warrant holder will be entitled to exercise its Series A Warrant prior to the scheduled
redemption date. However, the price of our Common Stock may fall below the $18.00 redemption trigger price as well as the $11.50 (for
whole shares) Series A Warrant exercise price after the redemption notice is issued.


 






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If
we call the Series A Warrants for redemption as described above, our management will have the option to require any holder that wishes
to exercise its Series A Warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise
their Series A Warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the
number of Series A Warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares
of our Common Stock issuable upon the exercise of our Series A Warrants. If our management takes advantage of this option, all holders
of Series A Warrants would pay the exercise price by surrendering their Series A Warrants for that number of shares of our Common Stock
equal to the quotient obtained by dividing (x) the product of the number of shares our Common Stock underlying the Series A Warrants,
multiplied by the difference between the exercise price of the Series A Warrants and the “fair market value” (defined below)
by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of our Common Stock
for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of
Series A Warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary
to calculate the number of shares of our Common Stock to be received upon exercise of the Series A Warrants, including the “fair
market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby
lessen the dilutive effect of a Series A Warrant redemption. We believe this feature is an attractive option to us if we do not need
the cash from the exercise of the Series A Warrants.


 


A
holder of a Series A Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not
have the right to exercise such Series A Warrant, to the extent that after giving effect to such exercise, such person (together with
such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other
amount as a holder may specify) of the shares of our Common Stock outstanding immediately after giving effect to such exercise.


 


If
the number of outstanding shares of our Common Stock is increased by a stock dividend payable in shares of our Common Stock, or by a
split-up of shares of our Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar
event, the number of shares of our Common Stock issuable on exercise of each Series A Warrant will be increased in proportion to such
increase in the outstanding shares of our Common Stock. A Offering to holders of our Common Stock entitling holders to purchase shares
of our Common Stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of our Common Stock
equal to the product of (i) the number of shares of our Common Stock actually sold in such Offering (or issuable under any other equity
securities sold in such Offering that are convertible into or exercisable for our Common Stock) multiplied by (ii) one (1) minus the
quotient of (x) the price per share of our Common Stock paid in such Offering divided by (y) the fair market value. For these purposes
(i) if the Offering is for securities convertible into or exercisable for our Common Stock, in determining the price payable for our
Common Stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon
exercise or conversion and (ii) fair market value means the volume weighted average price of our Common Stock as reported during the
10 trading day period ending on the trading day prior to the first date on which the shares of our Common Stock trade on the applicable
exchange or in the applicable market, regular way, without the right to receive such rights.


 


In
addition, if we, at any time while the Series A Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash,
securities or other assets to the holders of our Common Stock on account of such shares of our Common Stock (or other shares of our capital
stock into which the Series A Warrants are convertible), other than (a) as described above, or (b) certain ordinary cash dividends, then
the Series A Warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of
cash and/or the fair market value of any securities or other assets paid on each share of our Common Stock in respect of such event.


 


If
the number of outstanding shares of our Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification
of shares of our Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split,
reclassification or similar event, the number of shares of our Common Stock issuable on exercise of each Series A Warrant will be decreased
in proportion to such decrease in outstanding shares of our Common Stock.


 






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Whenever
the number of shares of our Common Stock purchasable upon the exercise of the Series A Warrants is adjusted, as described above, the
Series A Warrant exercise price will be adjusted by multiplying the Series A Warrant exercise price immediately prior to such adjustment
by a fraction (x) the numerator of which will be the number of shares of our Common Stock purchasable upon the exercise of the Series
A Warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of our Common Stock so
purchasable immediately thereafter.


 


In
case of any reclassification or reorganization of the outstanding shares of our Common Stock (other than those described above or that
solely affects the par value of such shares of our Common Stock), or in the case of any merger or consolidation of us with or into another
corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification
or reorganization of our outstanding shares of our Common Stock), or in the case of any sale or conveyance to another corporation or
entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved,
the holders of the Series A Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the Series A Warrants and in lieu of the shares of our Common Stock immediately theretofore purchasable and receivable upon
the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the holder of the Series A Warrants would have received if such holder had exercised their Series A Warrants immediately prior to
such event. If less than 70% of the consideration receivable by the holders of our Common Stock in such a transaction is payable in the
form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established
over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of
the Series A Warrant properly exercises the Series A Warrant within thirty days following public disclosure of such transaction, the
Series A Warrant exercise price will be reduced as specified in the Warrant Agreement based on the Black-Scholes value (as defined in
the Warrant Agreement) of the Series A Warrant.


 


The
Series A Warrants are issued in registered form under the Warrant Agreement between Continental Stock Transfer & Trust Company, as
warrant agent, and us. The Warrant Agreement provides that the terms of the Series A Warrants may be amended without the consent of any
holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then
outstanding Series A Warrants to make any change that adversely affects the interests of the registered holders of the Series A Warrants.


 


The
Series A Warrants may be exercised upon surrender of the Series A Warrant certificate on or prior to the expiration date at the offices
of the warrant agent, with the exercise form on the reverse side of the Series A Warrant certificate completed and executed as indicated,
accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable
to us, for the number of Series A Warrants being exercised. The Series A Warrant holders do not have the rights or privileges of holders
of our Common Stock and any voting rights until they exercise their Series A Warrants and receive shares of our Common Stock. After the
issuance of shares of our Common Stock upon exercise of the Series A Warrants, each holder will be entitled to one vote for each share
held of record on all matters to be voted on by stockholders.


 


No
fractional shares will be issued upon exercise of the Series A Warrants. If, upon the exercise of the Series A Warrants, a holder would
be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of
our Common Stock to be issued to the Series A Warrant holder.


 


Series
B Warrants


 


In
this exhibit, we refer to the warrants that we issued in our November 2020 Offering as our Series B Warrants. These Series B Warrants
are separately transferable following their issuance and through their expiration five years from the date of issuance. Each Series B
Warrant entitles the holder to purchase one share of our Common Stock at an exercise price of $1.40 per share from the date of issuance
through its expiration. There is no public trading market for the Series B Warrants and we do not intend that they will be listed for
trading on Nasdaq or any other securities exchange or market. The Common Stock underlying the Warrants, upon issuance, will be traded
on Nasdaq under the symbol “HOFV.”


  






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Each
Series B Warrant is exercisable at any time and will expire five years from the date of issuance. The Series B Warrants are exercisable,
at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment in full for the number
of shares of our Common Stock purchased upon such exercise, except in the case of a cashless exercise as discussed below. The number
of shares of Common Stock issuable upon exercise of the Series B Warrants is subject to adjustment in certain circumstances, including
a stock split of, stock dividend on, or a subdivision, combination or recapitalization of the Common Stock. If we effect a merger, consolidation,
sale of substantially all of our assets, or other similar transaction, then, upon any subsequent exercise of a Series B Warrants, the
Series B Warrant holder will have the right to receive any shares of the acquiring corporation or other consideration it would have been
entitled to receive if it had been a holder of the number of shares of Common Stock then issuable upon exercise in full of the Series
B Warrant.


 


If
at any time there is no effective registration statement registering, or the prospectus contained therein is not available for issuance
of, the shares issuable upon exercise of the Series B Warrant, the holder may exercise the warrant on a cashless basis. When exercised
on a cashless basis, a portion of the Series B Warrant is cancelled in payment of the purchase price payable in respect of the number
of shares of our Common Stock purchasable upon such exercise.


 


Each
Series B Warrant represents the right to purchase one share of Common Stock at an exercise price of $1.40 per share. In addition, the
exercise price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications,
and for certain dilutive issuances. Subject to limited exceptions, a holder of Series B Warrants will not have the right to exercise
any portion of the Series B Warrant to the extent that, after giving effect to the exercise, the holder, together with its affiliates,
and any other person acting as a group together with the holder or any of its affiliates, would beneficially own in excess of 4.99% of
the number of shares of our Common Stock outstanding immediately after giving effect to its exercise. The holder, upon notice to the
Company, may increase or decrease the beneficial ownership limitation provisions of the Series B Warrant, provided that in no event shall
the limitation exceed 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise of
the Series B Warrant.


 


Subject
to applicable laws and restrictions, a holder may transfer a Series B Warrant upon surrender of the Series B Warrant to us with a completed
and signed assignment in the form attached to the Series B Warrant. The transferring holder will be responsible for any tax that liability
that may arise as a result of the transfer.


 


There
is no public trading market for the Series B Warrants and we do not intend that they will be listed for trading on Nasdaq or any other
securities exchange or market.


 


Except
as set forth in the Series B Warrant, the holder of a Series B Warrant, solely in such holder’s capacity as a holder of a Series
B Warrant, will not be entitled to vote, to receive dividends, or to any of the other rights of our stockholders.


 


The
provisions of each Series B Warrant may be modified or amended or the provisions thereof waived with the written consent of us and the
holder.


 


The
Series B Warrants were issued pursuant to a warrant agent agreement by and between us and Continental Stock Transfer & Trust Company,
the warrant agent.


 


Series
C Warrants


 


In
this exhibit, we refer to the warrants that we issued in our December 2020 Private Placement as our Series C Warrants. These Series C
Warrants are separately transferable following their issuance and through their expiration five years from the date of issuance. Each
Series C Warrant entitles the holder to purchase one share of our Common Stock at an exercise price of $1.40 per share from the date
of issuance through its expiration. There is no public trading market for the Series C Warrants and we do not intend that they will be
listed for trading on Nasdaq or any other securities exchange or market. The Common Stock underlying the Warrants, upon issuance, will
be traded on Nasdaq under the symbol “HOFV.”


 






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Each
Series C Warrant is exercisable at any time and will expire five years from the date of issuance. The Series C Warrants are exercisable,
at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment in full for the number
of shares of our Common Stock purchased upon such exercise, except in the case of a cashless exercise as discussed below. The number
of shares of Common Stock issuable upon exercise of the Series C Warrants is subject to adjustment in certain circumstances, including
a stock split of, stock dividend on, or a subdivision, combination or recapitalization of the Common Stock. If we effect a merger, consolidation,
sale of substantially all of our assets, or other similar transaction, then, upon any subsequent exercise of a Series C Warrants, the
Series C Warrant holder will have the right to receive any shares of the acquiring corporation or other consideration it would have been
entitled to receive if it had been a holder of the number of shares of Common Stock then issuable upon exercise in full of the Series
C Warrant.


 


If
at any time there is no effective registration statement registering, or the prospectus contained therein is not available for issuance
of, the shares issuable upon exercise of the Series C Warrant, the holder may exercise the warrant on a cashless basis. When exercised
on a cashless basis, a portion of the Series C Warrant is cancelled in payment of the purchase price payable in respect of the number
of shares of our Common Stock purchasable upon such exercise.


 


Each
Series C Warrant represents the right to purchase one share of Common Stock at an exercise price of $1.40 per share. In addition, the
exercise price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications,
and for certain dilutive issuances. Subject to limited exceptions, a holder of Series C Warrants will not have the right to exercise
any portion of the Series C Warrant to the extent that, after giving effect to the exercise, the holder, together with its affiliates,
and any other person acting as a group together with the holder or any of its affiliates, would beneficially own in excess of 4.99% of
the number of shares of our Common Stock outstanding immediately after giving effect to its exercise. The holder, upon notice to the
Company, may increase or decrease the beneficial ownership limitation provisions of the Series C Warrant, provided that in no event shall
the limitation exceed 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise of
the Series C Warrant.


 


Subject
to applicable laws and restrictions, a holder may transfer a Series C Warrant upon surrender of the Series C Warrant to us with a completed
and signed assignment in the form attached to the Series C Warrant. The transferring holder will be responsible for any tax that liability
that may arise as a result of the transfer.


 


There
is no public trading market for the Series C Warrants and we do not intend that they will be listed for trading on Nasdaq or any other
securities exchange or market.


 


Except
as set forth in the Series C Warrant, the holder of a Series C Warrant, solely in such holder’s capacity as a holder of a Series
C Warrant, will not be entitled to vote, to receive dividends, or to any of the other rights of our stockholders.


 


The
provisions of each Series C Warrant may be modified or amended or the provisions thereof waived with the written consent of us and the
holder.


 






    8


     


    

 
Series
D Warrants


 


In
this exhibit, we refer to the warrants that we issued in our June 2021 private placement as our Series D warrants. These Series D
Warrants are separately transferable following their issuance and through their expiration three years from the date of issuance.
Each Series D Warrant entitles the holder to purchase one share of our Common Stock at an exercise price of $6.90 per share,
beginning six months after the date of issuance through its expiration. There is no public trading market for the Series D Warrants
and we do not intend that they will be listed for trading on Nasdaq or any other securities exchange or market. The Common Stock
underlying the Warrants, upon issuance, will be traded on Nasdaq under the symbol “HOFV.”


 


Each
Series D Warrant is exercisable beginning six months after the date of issuance and will expire three years from the date of issuance.
The Series D Warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise
notice and payment in full for the number of shares of our Common Stock purchased upon such exercise, except in the case of a cashless
exercise as discussed below. The number of shares of Common Stock issuable upon exercise of the Series D Warrants is subject to adjustment
in certain circumstances, including a stock split of, stock dividend on, or a subdivision, combination or recapitalization of the Common
Stock. If we effect a merger, consolidation, sale of substantially all of our assets, or other similar transaction, then, upon any subsequent
exercise of a Series D Warrants, the Series D Warrant holder will have the right to receive any shares of the acquiring corporation or
other consideration it would have been entitled to receive if it had been a holder of the number of shares of Common Stock then issuable
upon exercise in full of the Series D Warrant.


 


If
at any time there is no effective registration statement registering, or the prospectus contained therein is not available for issuance
of, the shares issuable upon exercise of the Series D Warrant, the holder may exercise the warrant on a cashless basis. When exercised
on a cashless basis, a portion of the Series D Warrant is cancelled in payment of the purchase price payable in respect of the number
of shares of our Common Stock purchasable upon such exercise.


 


Each
Series D Warrant represents the right to purchase one share of Common Stock at an exercise price of $6.90 per share. In addition, the
exercise price per share is subject to adjustment for stock dividends, distributions, subdivisions, combinations, or reclassifications,
and for certain dilutive issuances. Subject to limited exceptions, a holder of Series D Warrants will not have the right to exercise
any portion of the Series D Warrant to the extent that, after giving effect to the exercise, the holder, together with its affiliates,
and any other person acting as a group together with the holder or any of its affiliates, would beneficially own in excess of 4.99% of
the number of shares of our Common Stock outstanding immediately after giving effect to its exercise. The holder, upon notice to the
Company, may increase or decrease the beneficial ownership limitation provisions of the Series D Warrant, provided that in no event shall
the limitation exceed 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise of
the Series D Warrant.


 


Subject
to applicable laws and restrictions, a holder may transfer a Series D Warrant upon surrender of the Series D Warrant to us with a completed
and signed assignment in the form attached to the Series D Warrant. The transferring holder will be responsible for any tax that liability
that may arise as a result of the transfer.


 


There
is no public trading market for the Series D Warrants and we do not intend that they will be listed for trading on Nasdaq or any other
securities exchange or market.


 


Except
as set forth in the Series D Warrant, the holder of a Series D Warrant, solely in such holder’s capacity as a holder of a Series
D Warrant, will not be entitled to vote, to receive dividends, or to any of the other rights of our stockholders.


 


The
provisions of each Series D Warrant may be modified or amended or the provisions thereof waived with the written consent of us and the
holder.


 


Market
Price and Ticker Symbol


 


Our
Common Stock and Series A Warrants are currently listed on Nasdaq under the symbols “HOFV,” and “HOFVW,” respectively.


 


The
closing price of the Common Stock and Series A Warrants on March 11, 2022, was $0.889 and $0.1878, respectively.


 






    9


     


    

 


Holders


 


As
of March 11, 2022, there were 152 holders of record of our Common Stock, one holder of record of our Series A Preferred Stock, 16 holders
of record of our Series A Warrants, one holder of record of our Series B Warrants, one holder of record of our Series C Warrants and
one holder of record of our Series D Warrants. Such numbers do not include beneficial owners holding our securities through nominee names.


 


Certain
Anti-Takeover Provisions of Delaware Law and Our Certificate of Incorporation


 


Staggered
Board of Directors


 


Our
Certificate of Incorporation provides that our board of directors is divided into three classes of directors, with the classes of approximately
equal size, and with the directors serving three-year terms. As a result, approximately one-third of our board of directors are elected
each year. The classification of directors will have the effect of making it more difficult for stockholders to change the composition
of our board of directors. Our Certificate of Incorporation and Bylaws provide that the number of directors will be fixed from time to
time exclusively pursuant to a resolution adopted by our board of directors.


 


Special
Meeting of Stockholders


 


Our
Bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chair,
by our Chief Executive Officer or by stockholders holding at least a majority of all the shares of Common Stock entitled to vote at the
special meeting.


 


Advance
Notice Requirements for Stockholder Proposals and Director Nominations


 


Our
Bylaws provide that stockholders seeking to bring business before a special meeting of stockholders must provide timely notice of their
intent in writing. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply
with the notice periods contained therein. Our Bylaws also specify certain requirements as to the form and content of a stockholders’
meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making
nominations for directors at our annual meeting of stockholders.


 


Authorized
but Unissued Shares


 


Our
authorized but unissued Common Stock and Preferred Stock are available for future issuances without stockholder approval and could be
utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit
plans. The existence of authorized but unissued and unreserved Common Stock and Preferred Stock could render more difficult or discourage
an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.


 


Section
203 of the Delaware General Corporation Law


 


We
are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations,
under certain circumstances, from engaging in a “business combination” with:


 


		●	a
                                            stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested
                                            stockholder”);



 


		●	an
                                            affiliate of an interested stockholder; or



 


		●	an
                                            associate of an interested stockholder, for three years following the date that the stockholder
                                            became an interested stockholder.



 






    10


     


    

 


A
“business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section
203 do not apply if:


 


		●	our
                                            board approves the transaction that made the stockholder an “interested stockholder,”
                                            prior to the date of the transaction;



 


		●	after
                                            the completion of the transaction that resulted in the stockholder becoming an interested
                                            stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time
                                            the transaction commenced, other than statutorily excluded shares of Common Stock; or



 


		●	on
                                            or subsequent to the date of the transaction, the business combination is approved by our
                                            board and authorized at a meeting of our stockholders, and not by written consent, by an
                                            affirmative vote of at least two-thirds of the outstanding voting stock not owned by the
                                            interested stockholder.



 


Exclusive
Forum Selection


 


Subject
to limited exceptions, the sole and exclusive forum for any stockholder (including a beneficial owner) of the Company to bring (i) any
derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any
director, officer or other employee of the Company to us or our stockholders, (iii) any action asserting a claim arising pursuant to
any provision of the DGCL or our Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim governed by the internal
affairs doctrine shall be the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another
state court located within the State of Delaware, or if no state court located within the State of Delaware has jurisdiction, the federal
district court for the District of Delaware) in all cases subject to the court’s having personal jurisdiction over the indispensable
parties named as defendants. Although we believe this provision benefits us by providing increased consistency in the application of
Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors
and officers. This forum provision does not preclude or contract the scope of exclusive federal or concurrent jurisdiction for any actions
brought under the Securities Act or the Exchange Act. Accordingly, our exclusive forum provision will not relieve us of our duties to
comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived
our compliance with these laws, rules and regulations.


 


Transfer
Agent and Registrar


 


The
transfer agent and registrar for our Common Stock, Series A Warrants and Series B Warrants issued in this Offering is Continental Stock
Transfer & Trust Company.


 


Listing
of Securities


 


Our
Common Stock and Series A Warrants are listed on Nasdaq under the symbols “HOFV” and “HOFVW,” respectively.


 


 


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