Exhibit 10.51


 


ASSIGNMENT OF PROMISSORY NOTE


 


THIS ASSIGNMENT OF PROMISSORY
NOTE (this “Assignment”), is made and entered into effective as of March 1, 2022, by INDUSTRIAL REALTY GROUP,
a Nevada limited liability company (“Assignor”), in favor of JKP FINANCIAL, LLC, a Delaware limited liability company,
and IRG, LLC, a Nevada limited liability company (each individually, with its successors and assigns, an “Assignee,”
and together, with their respective successors and assigns, “Assignees”).


 


W I T N E S S E T H


 


WHEREAS, Assignor is the holder
of that certain Promissory Note, dated November 23, 2021, in the original principal amount of Eight Million Five Hundred Thousand
Dollars ($8,500,000), in which Assignor is Lender and Hall of Fame Resort & Entertainment Company, a Delaware corporation, is
Borrower (the “Note”); and


 


WHEREAS, Assignor desires
to assign to each Assignee a one-half (1⁄2) interest in the Note;


 


NOW, THEREFORE, in consideration
of the premises above set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor and Assignees hereby covenant and agree as follows:


 


1. Assignment;
Amended and Restated Promissory Notes. Effective as of the date hereof, Assignor does hereby transfer, assign, grant, convey and set
over to each Assignee, its successors and assigns, a one-half (1⁄2) interest in all of the right, title, interest and benefit
of Assignor in and to the Note. Assignor and Assignees agree that the Note shall be replaced by two separate First Amended and Restated
Promissory Notes (one in favor of each Assignee), to be executed and delivered by Borrower to each Assignee. Each such First Amended and
Restated Promissory Note (a) shall be in the original principal amount equal to the sum of (i) Four Million Two Hundred Seventy-Three
Thousand Five Hundred Forty-Three and 46/100 Dollars ($4,273,543.46), and (b) shall reflect any other terms agreed upon by the applicable
Assignee and Borrower.


 


2. Representations
and Warranties of Assignor. This Assignment is made without recourse, representation or warranty, express or implied, except that
Assignor represents and warrants that (a) Assignor has full power and authority to make and execute this Assignment, (b) Assignor
has not previously assigned, encumbered, endorsed, pledged, or hypothecated the Note, or otherwise transferred to another individual or
entity any right, title, interest, or claim in, to, or under the Note, and (c) the Note is not subject to any restrictions, claims,
liens or encumbrances except as set forth therein.


 


3. Successor
and Assigns. This Assignment shall be binding upon Assignor and inure to the benefit of Assignor and Assignees and their respective
successors and assigns.


 


4. Headings
and Counterparts. The headings of the paragraphs of this Assignment have been included only for convenience and shall not be deemed
in any manner to modify or limit any of the provisions of this Assignment or be used in any manner in the interpretation of this Assignment.
This Assignment may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


[End of Assignment; signature page follows]





 






    


     


    

 


IN WITNESS WHEREOF, Assignor
and Assignees have duly executed this Assignment of Promissory Note effective as of the day and year first above written.


 


	Assignor:	 
	 	 	 	 
	INDUSTRIAL REALTY GROUP, LLC,	 
	a Nevada limited liability company	 
	 	 	 	 
	By:	/s/ John A. Mase	 
	 	Name: 	John A. Mase	 
	 	Title:	Chief Executive Officer	 
	 	 	 	 
	Assignees:	 
	 	 	 	 
	JKP FINANCIAL, LLC,	 
	a Delaware limited liability company	 
	 	 	 	 
	By:	/s/ John A. Mase	 
	 	Name:	John A. Mase	 
	 	Title:	Chief Executive Officer	 
	 	 	 	 
	IRG, LLC,	 
	a Nevada limited liability company	 
	 	 	 	 
	By:	S.L. Properties, Inc.,	 
	 	a Delaware corporation,	 
	 	its Manager


 


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