Exhibit 10.27


 


BUSINESS LOAN AGREEMENT


 





	
        Borrower:

         

         
	HOF VILLAGE HOTEL II, LLC 

1826 Clearview Ave NW 

Canton, OH 44708	
        Lender:

         

         
	NEWMARKET PROJECT, INC. 

400 Market Avenue N, Suite 200 

Canton, OH 44702




 


THIS BUSINESS LOAN AGREEMENT (“Agreement”),
dated December 30, 2019, is made and executed between HOF VILLAGE HOTEL II, LLC, a Delaware limited liability company (“Borrower”),
and NEWMARKET PROJECT, INC. (“Lender”) on the following terms and conditions. Borrower understands and agrees that
in granting, renewing, or extending any Loan, Lender is relying upon the representations, warranties, and agreements set forth
In this Agreement, the Loan Documents (described below), and in Related Documents; and all shall be and remain subject to the terms
and conditions of this Agreement. All capitalized terms used in this Agreement shall have the meaning provided below in the definition
section of this Agreement, unless otherwise indicated in the body of this Agreement.


 


LOAN FACILITIES. This Agreement
shall apply to a Term Loan in the original principal amount of $3,000,000.00 (the “Term Loan”) as evidenced by a Promissory
Note (“Term Loan Note”) executed on December 30, 2019.


 


TERM OF AGREEMENT. This Agreement
shall be effective as of December 30, 2019 and shall continue in full force and effect until: i) such time as the Term Loan in
favor of Lender has been paid in full, including principal, interest, costs, expenses, reasonable attorneys’ fees, and other
fees and charges associated therewith, or ii) until such time as the parties may agree in writing to terminate this Agreement (the
“Term of Agreement”).


 


TERM OF TERM LOAN. In the absence
of an Event of Default, the Term Loan shall mature and shall be due and payable in full December 30, 2024.


 


USE OF LOAN PROCEEDS. The proceeds
of the Loan set forth in this Agreement shall be used by Borrower for the sole purpose of funding improvements and the renovation
of the hotel located at 320 Market Ave. S., Canton, Ohio currently known as the McKinley Grand Hotel (“Hotel”).


 


INTEREST. The interest rate applicable
to the Term Loan shall be four percent (4%) per annum. Upon an Event of Default, the interest rate applicable to the outstanding
principal balance under the Term Loan Note shall equal the interest rate that would otherwise be in effect pursuant to the provisions
of the Term Loan Note, plus five percent (5%) per annum.


 






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REPAYMENT OBLIGATIONS. The following
repayment obligations shall apply to the Term Loan:


 


(A) Term Loan: Interest
payments under the Term Loan shall be paid annually on December 31st of each year, and continuing in such amount on the same day
of each year thereafter. On December 30, 2024 the Term Loan shall mature and payment shall be in the amount required to fully satisfy
the entire outstanding principal balance, all accrued interest, and all other amounts that may be due and owing to Lender under
this Agreement and the Term Loan Note and the Loan Documents.


 


FEES. The Borrowers shall pay Lender
all reasonable costs and expenses incurred by Lender in review and negotiation of the Loan Documents, including Lender’s
outside counsel attorney fees payable at Closing.


 


CONDITIONS PRECEDENT TO TERM LOAN AND
EACH ADVANCE. Lender’s obligation to make the loan under this Agreement and to make Advances or disbursements of the
Loan proceeds in accordance with this Agreement shall be subject to, and contingent upon, the fulfillment to Lender’s reasonable
satisfaction (unless a different standard is indicated below) of all of the conditions set forth In this Agreement, including,
but not limited to the following


 


Loan Documents. Borrower
shall have executed and/or provided to Lender the following documents for the Term Loan: (1) the Term Loan Note; (2) this Agreement
(3) an Open End Mortgage, Assignment of Rents, Security Agreement and Fixture Filing (“Mortgage”); and (4) all other
documents as Lender may reasonably require; all in form and substance reasonably satisfactory to Lender and Lender’s counsel.


 


Borrower’s Authorization.
Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing
the execution and delivery of this Agreement and the Loan Documents.


 


Representations and Warranties.
The representations and warranties set forth in this Agreement, in the Loan Documents, or Related Documents, and in any document
or certificate delivered to Lender under this Agreement or in connection with any Loan, are true, accurate and complete in all
material respects as of the date of each Advance.


 


Compliance with Affirmative
and Negative Covenants. Borrower has complied in all material respects with all negative and affirmative covenants set forth
in this Agreement and the Loan Documents, as determined by Lender in its reasonable discretion.


 


Due Diligence. Lender
shall have completed all of the due diligence investigations, reviews, and analysis required by Lender prior to the first Advance,
prior to any subsequent Advance, and at any time during the Term of this Agreement and the term of the loan (whether or not Lender
required such due diligence as a condition to closing), and such due diligence shall be satisfactory to Lender. The financial condition,
operating status, and general business prospects of the Borrower shall be satisfactory to Lender.


 


No Adverse Change. No
material adverse change has occurred, or is threatened to occur, with respect to Borrower in connection with the businesses, operations,
customer base, prospects, or any financial or other condition, which would have a material adverse effect on the Borrower, as determined
by Lender in its reasonable discretion.


 






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No Event of Default. There
shall not exist at the time of any Advance a condition which would constitute or lead to an Event of Default under this Agreement
or under any Loan Document.


 


Change in Law. No change
has occurred in any applicable law, rule, regulation, or requirement restricting Lender’s ability to make an Advance or extend
credit to Borrower in accordance with the terms set forth in the Loan Documents.


 


TERM LOAN DISBURSEMENT. Borrower
and Lender agree that the proceeds of the Term Loan shall be disbursed to Borrower in four (4) installments in an amount not to
exceed Five Hundred Thousand Dollars ($500,000.00) at Closing, up to Five Hundred Thousand Dollars ($500,000.00) on January 15,
2020, up to One Million Dollars ($1,000,000.00) on February 15, 2020 and up to One Million Dollars on March 15, 2020. Borrower
and Lender further agree that any balance not disbursed to Borrower from any installment shall be available to be withdrawn by
Borrower on the next disbursement date. Borrower and Lender further agree that disbursement of the Term Loan proceeds will be made
available to Borrower based upon written applications for disbursement of loan proceeds (each being an “Application”)
to be submitted by Borrower to cover the soft costs and the direct costs of renovations and/or improvements to the Hotel that have
been completed by Borrower prior to submission of the Application to Lender. Such soft costs, completed renovations and/or improvements
to the Hotel will hereinafter be referred to as the “Work”. Each Application shall include: (i) an itemized statement
of the Work, (ii) the amounts owed by Borrower for the Work, (iii) a list of the contractors, subcontractors and materialmen (collectively
“Contractors”) that completed the Work, (iv) the amounts due and owing to each Contractor for the Work, (v) after the
first disbursement of loan proceeds hereunder, each Application shall include verification of payment and a waiver of liens from
each Contractor that was named in the prior Application submitted by Borrower hereunder, and (vi) such other documentation that
Lender may reasonably require to confirm completion of the Work and payment of Contractors by Borrower. Lender shall distribute
the loan proceeds as requested in each applicable Application once it has received a complete Application, including all required
documentation, been provided reasonable access to the Hotel and the Work, and confirmed completion of the Work covered by the applicable
Application in accordance with the terms of this Loan Agreement. Lender will diligently act to complete its review of the Application
and of the Work as soon as possible and shall approve or deny any Application received thereby no later than seven (7) business
days after receipt of a complete Application from Borrower. Borrower and Lender further agree that under no circumstances will
the total disbursement of loan proceeds exceed Three Million Dollars ($3,000,000.00).


 


REPRESENTATIONS AND WARRANTIES. Borrower
hereby represents and warrants to Lender, as of the date of this Agreement, as of the date of each Advance, as of the date of any
renewal, extension, or modification of any loan and at all times any Indebtedness exists:


 


Authority. Borrower has
full power, authority and legal right to enter into this Agreement and the Loan Documents, and to perform all their respective
obligations hereunder and thereunder. This Agreement and the Loan Documents have been duly executed and delivered by Borrower,
and this Agreement and the Loan Documents constitute the legal, valid and binding obligation of Borrower enforceable in accordance
with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar
laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement and the Loan Documents
(a) are within Borrower’s powers, have been duly authorized by all necessary company action, are not in contravention of
law or the terms of Borrower’s organizational documents or other applicable documents relating to Borrower’s formation
or to the conduct of Borrower’s business or of any material agreement, other than prior agreements with Lender that are superseded
hereby or undertaking to which it is a party or by which it is bound, (b) will not conflict with or violate In any material respect
any law or regulation, or any judgment, order or decree of any governmental body, (c) will not require the consent of any governmental
body or any other person, (d) will not conflict with, nor result in any breach in any of the provisions of or constitute a default
under or result in the creation of any lien upon any asset of such Borrower under the provisions of any agreement, charter document,
instrument, organizational documents, or other instrument to which such Borrower is a party or by which it or its property Is a
party or by which it may be bound, other than prior agreements with Lender.


 






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Organization. Borrower
is a limited liability company which is, and at all times shall be, duly organized, validly existing, and in good standing under
and by virtue of the laws of the State of Delaware and any other state in which it is registered or authorized to do business.
Borrower is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all necessary
filings, governmental licenses and approvals for each state in which Borrower is doing business. Borrower maintains its principal
office at 1826 Clearview Ave., NW Canton, OH 44708. Unless Borrower and has designated otherwise in writing, the principal office
is the office at which Borrower keeps its books and records including their records concerning the Collateral. Borrower will notify
Lender prior to any change in the location of Borrower’s state of organization or any change In Borrower’s name or
address of its principal office.


 


Assumed Business Names. Borrower
has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding
the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.


 


Financial Disclosures. Borrower’s
financial statements supplied to Lender truly and completely disclose Borrower’s financial condition as of the statement
and there has been no material adverse change in Borrower’s financial condition subsequent to the date of the most recent
financial statements supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial
statements or as otherwise disclosed to Lender in writing.


 


Taxes and Governmental Obligations.
Borrower is not in violation of any applicable statute, law, rule, regulation or ordinance, court, governmental body or arbitration
board or tribunal in any respect which could reasonably be expected to have a material adverse effect on a Borrower or its ability
to perform as required in this Agreement, the Loan Documents, or the Related Documents or in connection with any loan. Borrower
has filed all federal, state, and local tax returns, together with all other reports which it is required by law to file. Borrower
has paid all taxes, assessments, and other similar charges that are due and payable, except for any taxes, assessments, are charges
which are being contested in good faith and for which adequate reserves have been provided for. Borrower has withheld all employee
and similar taxes which it is required by law to withhold and has maintained adequate reserves for the payment of all taxes and
similar charges. No tax liens have been filed with respect to Borrower, and to the knowledge of Borrower, no claims are being asserted
with respect to any such taxes, assessments, or charges (and no basis exists for any such claims).


 






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Licenses and Permits. Borrower
(a) is in compliance in all material respects with and (b) has procured and is now in possession of, all material licenses or permits
required by any applicable federal, state or local law, rule or regulation for the operation of its business in each jurisdiction
wherein it is now conducting or proposes to conduct business.


 


No Default. Borrower is
not in material default in the payment or performance of any of its obligations under any contract (including financing obligations)
and no event has occurred under the provisions of any applicable contract which with or without the lapse of time or the giving
of notice, or both, constitutes or would constitute an event of default thereunder.


 


No Litigation. Borrower
is not involved in any pending or threatened litigation, arbitration, action or proceeding which may have a material adverse effect
on its financial condition or its ability to perform as required under this Agreement, the Loan Documents, or the Related Documents.
No event has occurred which to the best of Borrower’s knowledge could result in any violation of the representations and
warranties set forth in this paragraph. Borrower has duly complied with, and its facilities, business, assets, property, leaseholds,
real property and equipment, are in compliance in all material respects with, the provisions of the Federal Occupational Safety
and Health Act; there have been no outstanding citations, notices or orders of non-compliance issued to Borrower or relating to
Its business, assets, property, leaseholds or equipment under any such laws, rules or regulations. Borrower is not involved in
any labor dispute; there are no strikes, walkouts or union organization of any of Borrower’s employees threatened or to Borrower’s
knowledge in existence.


 


Plan Contributions. Borrower
does not maintain or contribute to any employee related benefit plan.


 


Solvency. After giving
effect to the within loan transactions, Borrower will be solvent, able to pay its debts as they mature, will have capital sufficient
to carry on its business, and (i) as of the closing date, the fair present saleable value of their assets, calculated on a going
concern basis, is in excess of the amount of their liabilities and (ii) subsequent to the closing date, the fair saleable value
of their assets (calculated on a going concern basis) will be In excess of the amount of its liabilities.


 


Compliance With Law. Borrower
is in compliance and conformity, in all material respects, with all laws (including without limitation all applicable foreign,
federal, state and local laws, including environmental laws, safety laws, pension laws and employment or labor laws), ordinances,
rules, regulations and all other legal requirements. Borrower has not received any notice or order of any violation or claim of
violation of any such law, ordinance, rule, regulation, or requirement from any governmental authority.


 






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Environmental Matters. To
Borrower’s knowledge, Borrower’s operations and the properties which it owns, leases, and operates are and have always
been in compliance, in all material respects, with all laws and orders relating to any hazardous or dangerous waste or substance,
any pollutants, or any waste disposal. No proceeding is pending or threatened against or affecting Borrower with respect to any
such environmental matters.


 


Full Disclosure. No representation
or warranty made by Borrower in any Loan Documents contains any untrue statement of a material fact or omits a material fact necessary
to make the statements contained herein or therein not misleading. There is no fact which Borrower has not disclosed to Lender
which has or will have a material adverse effect on the financial condition or assets of the Borrower.


 


Completeness and Survival
of Representations and Warranties. The representations, warranties, and all covenants contained in this Agreement shall be
of a continuing nature and survive the closing of the transactions contemplated by the Loan Documents and termination of this Agreement.
The representations and warranties shall be deemed to be reaffirmed and renewed each time Borrower makes a request for a loan or
an Advance hereunder, except those that are only effective as of a specific date (but which shall be true as of such specific date).
No warranty or representation made herein, and no statement contained in any document, instrument, schedule or exhibit otherwise
delivered to Lender in connection with the loan transaction contains, or will contain, any untrue statement of any material fact
or omits, or will omit, to state a material fact necessary to make the statements contained herein or therein, in the light of
the circumstances in which they are made, not misleading.


 


AFFIRMATIVE COVENANTS. Borrower
covenants and agrees with Lender that, so long as this Agreement and any Loan Document remains in effect, Borrower will:


 


Notices of Claims and Litigation.
Promptly inform Lender in writing of (1) all material adverse changes in Borrower’s financial condition, (2) all existing
and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower which could
materially affect the financial condition of Borrower, (3) any fact or occurrence that makes any of the representations and warranties
inaccurate or incomplete in any material respect and/or which causes, or could lead to, it being in default of the affirmative
or negative covenants, or any other term or condition, set forth in this Agreement or in the Loan Documents, (4) the occurrence
of a default with respect to any material indebtedness or obligation owed to another person, and (5) the failure to act on the
part of Borrower when action is required, which results in the breach of any covenants imposed upon the Borrower by the Loan Documents,
or which, with the giving of notice of passage of time would result in a breach of such covenants, including, specifically, without
limitation, the failure of Borrower to maintain any of the covenants set forth in the Loan Documents.


 






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Financial Records. Permit
Lender to examine and audit Borrower’s books and records at all reasonable times upon reasonable advance notice to Borrower.


 


Financial Statements. Furnish
Lender with such financial statements and other related information at such frequencies and in such detail as set forth in this
Agreement and/or as Lender may reasonably request.


 


Taxes, Charges and Liens.
Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental
charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the
date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower’s
assets, properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment,
tax, charge, levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings,
and (2) Borrower shall have established on Borrower’s books adequate reserves with respect to such contested assessment,
tax, charge, levy, lien, or claim in accordance with GAAP.


 


Performance. Perform and
comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Loan Documents, and
in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any
default in connection with any agreement with Lender.


 


Compliance with Governmental
Requirements. Comply in all material respects with all laws, ordinances, and regulations, now or hereafter in effect, of all
governmental authorities applicable to the conduct of Borrower’s assets, properties, businesses and operations, including
without limitation, ERISA, environmental laws and American’s with Disabilities Act. Borrower may contest in good faith any
such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower
has notified Lender in writing prior to doing so and so long as, in Lender’s reasonable opinion, Lender’s interests
are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender,
to protect Lender’s interest.


 


Loan Proceeds. Use all
Loan proceeds solely for the Hotel improvements and renovations, according to the limitations set forth in this Agreement and the
Loan Documents.


 


Existence As A Company. Borrower
shall remain a limited liability company validly existing and in good standing under the laws of the State of Delaware, and shall
remain, or shall become, as required, duly licensed or qualified to do business in all states wherein the failure to be so licensed
or qualified would have a material adverse effect upon Borrower.


 






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Payment of Fees; Costs and
Expenses. Borrower shall reimburse Lender for any and all fees, costs, and expenses, including, without limitation, reasonable
attorneys’ fees incurred or paid by Lender or any of its officers, employees, or agents in connection with: (a) the preparation,
negotiation, procurement, review, administration, or enforcement of the Loan Documents or any instrument, agreement, document,
policy, consent, waiver, subordination, release of lien, termination statement, satisfaction of mortgage, financing statement or
other lien search, recording or filing related thereto (or any amendment, modification or extension to, or any replacement or substitution
for, any of the foregoing), whether or not any particular portion of the transactions contemplated during such negotiations is
ultimately consummated, and (b) the defense, preservation, and protection of Lender’s rights and remedies thereunder, including
without limitation, whether incurred in bankruptcy, insolvency, foreclosure, or other litigation or proceedings or otherwise. The
costs shall be due and payable upon demand by Lender. At the option of Lender, Lender may withhold the same from the loan proceeds
to be delivered to Borrower. If Borrower fails to pay the costs upon such demand, Lender is entitled to disburse such sums as Obligations.
Thereafter, the costs shall bear interest from the date incurred or disbursed at the highest rate set forth in the Note(s). This
provision shall survive the termination of this Agreement and/or the repayment of any amounts due or the performance of any Obligation.


 


NEGATIVE COVENANTS. Borrower covenants
and agrees with Lender that while this Agreement is in effect, and until all amounts due and payable to Lender under the Loan Documents
have been satisfied in full, Borrower, and any subsidiary of a Borrower, shall not without the prior written consent of Lender:


 


Continuity of Operations.
(1) Engage in any business activities substantially different than those in which Borrower is presently engaged, without prior
notice to Lender and approval by Lender, which approval shall not be unreasonably withheld; (2) except for the Approved Merger,
merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell its assets out of
the ordinary course of business, (3) except as otherwise permitted herein, make any distributions to its members; (4) purchase,
sell, transfer, or retire any of its outstanding units, issue additional units, or alter or amend its capital or equity structure,
without prior written notice to Lender and approval by Lender, which Lender may withhold in its sole and absolute discretion; (5)
except in connection with the Approved Merger, amend, modify, or waive any term or material provisions of its Operating Agreement,
unless required by law without prior notice and approval of Lender, which approval shall not be unreasonably withheld, or (6) except
in connection with the Approved Merger, which will not require Borrower to purchase or redeem any interest in Borrower or any third
party, acquire, purchase, redeem, sell, transfer, or retire any membership units or interests.


 


Payments of Other Debt. Make
any payments of interest or re-payment of outstanding principal on any debt, liability, or obligation, including, without limitation,
any such debt, liability, or obligation to any of its Members, or its subsidiaries, affiliates, or any related or affiliated party
thereto, other than the debt set forth on Exhibit “A.”


 


No Debt. Create, suffer
to exist, or permit in any fashion, voluntarily or by operation of law, any debt obligation, including contingent obligations,
or otherwise guarantee, endorse, or become surety for or upon any obligations of others, other than: i) debt to Lender as provided
in this Agreement and the Loan Documents, ii) debt existing on the date of this Agreement and/or set forth on Exhibit “A”
(including any extensions, renewals, or refinancing thereof, but not to the extent of any increase in the amount of any debt or
obligation thereunder), iii) trade payables and accrued expenses incurred in the ordinary course of business which are not represented
by a promissory note or other evidence of indebtedness, but not to its members, subsidiaries, or any Affiliates thereto, iv) debt
which is approved by Lender in writing prior to the creation of the debt obligations (which approval may be withheld in Lender’s
sole and absolute discretion) (“Permitted Debt”).


 






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No Payment. Make any payment
outside the ordinary course of business, or make any pre-payment, repurchase, or redemption, in connection with any note or other
debt or obligation, including, without limitation, the Permitted Debt.


 


No Pledge. Pledge, encumber,
transfer, or license of any interest in its assets, except as otherwise specifically herein permitted or in the ordinary course
of its business, including without limitation a pledge, encumber, transfer, or license of its goodwill or intellectual property,
which includes, but is not limited to, trademarks, copyrights, patents, designs, inventions, creations, formulas, and names.


 


Licenses and Permits. Allow
any license, permit or other right necessary to conduct its business in its ordinary course to lapse or be revoked, either voluntarily,
for failure to perform or otherwise comply with the requirements and conditions of said license, permit or other right, or by operation
of law.


 


Agreements. Borrower will
not enter into any agreement containing any provisions which would be violated or breached by the performance of the obligations
under this Agreement, the Loan Documents, the Related Documents, or in connection therewith or any other loans.


 


No Distributions. Borrower
will not make any distributions to its members, nor allow any of its subsidiaries or related entities to make any distributions
to its members, without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or
delayed.


 


No Change of Business, Business
Name or Registration. Engage in any business activities other than the business presently conducted. Furthermore, Borrower
shall not change its name or do business under any other name, or change its state of registration without providing Lender at
least 30 days’ prior written notice. Furthermore, Borrower shall not amend or change its Articles of Organization, Code of
Regulations, or Bylaws, except in connection with the Approved Merger.


 


Affiliate Transactions. Borrower
shall not, from and after the date of the Loan Documents, enter into, or be a party to, any transaction with any Affiliate of Borrower,
except in the ordinary course of, and pursuant to the reasonable requirements of, Borrower’s business and upon fair and reasonable
terms which are fully disclosed to Lender and which are no less favorable to Borrower than Borrower would obtain in a comparable
arms-length transaction with a person or entity not an Affiliate of Borrower.


 


CESSATION OF ADVANCES. If Lender
has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have
no obligation to make Loan advances or to disburse Loan proceeds if Lender determines, in its reasonable discretion, that: (A)
an Event of Default exists under the terms of this Agreement, the Loan Documents, Related Documents, or any other agreement that
Borrower has with Lender, now or in the future; (B) Borrower becomes insolvent, files a petition in bankruptcy or similar proceedings,
or Is adjudged a bankrupt, (C) any of the conditions precedent set forth above in this Agreement are not satisfied, or (D) there
occurs a material adverse change in Borrower’s financial condition.


 






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DEFAULT. Each of the following shall
constitute an Event of Default under this Agreement and the Loan Documents:


 


Payment Default. Borrower
fails to make any payment within ten (10) days of when due under this Agreement, under the Term Loan Note, or the Loan Documents,
when due in connection with the Term Loan.


 


Other Defaults. Borrower
fails to comply with, or to perform any other term, debt, Indebtedness, obligation, covenant or condition, contained in this Agreement,
or the Term Loan Note, or the Loan Documents, other than non-payment and the failure of Borrower to obtain the Construction Financing
described below, or the occurrence of any of the other Events of Default set forth in this Agreement or the Term Loan Note, or
the Loan Documents, and said default continues for a period of thirty (30) days or more after the date Borrower receives written
notice from the Lender of such failure; provided, however, that if curing such Event of Default cannot reasonably be accomplished
within said thirty (30) day period, then Borrower shall have an additional sixty (60) day period to cure such Event of Default
and no Event of Default shall be deemed to exist hereunder so long as Borrower commences such cure within the initial thirty (30)
days period and diligently and in good faith pursues such cure to completion within such resulting ninety (90) day period from
the date of Lender’s notice.


 


Default in Favor of Third
Parties. Subject to any grace periods or rights to cure, Borrower, defaults under any loan, debt, Indebtedness, extension of
credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that
may materially adversely affect the assets or property taken as a whole, or any of Borrower’s, or assets or property taken
as a whole, or their ability to repay the Indebtedness, or perform their obligations under the Loan Documents, as determined by
Lender in its reasonable discretion.


 


False Statements. Any
warranty, representation or statement made or furnished to Lender by Borrower, or on its behalf, under this Agreement, the Term
Loan Note, or the Loan Documents is false or misleading in any material respect, either now or at the time made or becomes false
at any time thereafter.


 


Insolvency. The dissolution
or termination of Borrower’s existence, the cessation of Borrower’s or any business for any reason, the insolvency
of Borrower, the appointment of a receiver for any part of Borrower’s, or their businesses or property, any assignment for
the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency
laws by or against Borrower, excepting, however, an involuntary bankruptcy proceeding, for which Borrower shall have sixty (60)
days from the date of filing to discharge.


 






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Creditor or Forfeiture Proceedings.
Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other
method, by any creditor of Borrower, or by any governmental agency against Borrower, or any assets of Borrower. This includes a
garnishment of any of Borrower’s accounts. However, this Event of Default shall not apply if there is a good faith dispute
as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives
Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond in an amount determined
by Lender as being an adequate reserve or bond for the dispute.


 


Construction Financing. The
failure of Borrower to close on a construction loan within ninety (90) days of the date of this Agreement in an amount reasonably
necessary to complete the renovation of the project of the Hotel on or before October 31, 2020; provided, however, if Borrower
cannot reasonably close on such construction loan financing within said ninety (90) days period, then Borrower shall have an additional
thirty (30) day period to close on such construction loan.


 


Adverse Change. A material
adverse change occurs in Borrower’s financial condition which leads Lender to reasonably believe that the prospect of a Borrower’s
payment or performance is impaired.


 


EFFECT OF AN EVENT OF DEFAULT. At
any time after the occurrence and continuation of an Event of Default beyond any applicable grace or cure period, except where
otherwise provided in this Agreement or the Loan Documents, all commitments and obligations of Lender under this Agreement immediately
will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender’s option, all Indebtedness
immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default
of the type described in the “Insolvency” subsection above, such acceleration shall be automatic and not optional.
In addition, Lender shall have all the rights and remedies provided in this Agreement and the Loan Documents or available at law,
in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender’s rights and remedies shall be cumulative
and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other
remedy, and an election to make expenditures or to take action to perform an obligation of Borrower shall not affect Lender’s
right to declare a default and to exercise its rights and remedies.


 


INTERNALLY PREPARED ANNUAL FINANCIAL
STATEMENTS. As soon as available, but in no event later than One Hundred twenty (120) days after the end of each fiscal year,
Borrower shall furnish Lender with internally prepared financial statements for Borrower, including balance sheet and income statement
for the year ended. In addition, Borrower shall provide internally prepared financial statements for Borrower, for the first six
(6) months of each fiscal year on or before the tenth (10) day of the seventh (7th) month of each fiscal year.


 


TAX RETURNS. Within thirty (30)
days after filing, Borrower shall obtain and furnish to Lender the annual federal, state, and local income tax returns filed by
Borrower, together with all schedules and attachments thereto.


 






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INDEMNIFICATION. Notwithstanding
anything to the contrary contained herein or in any Loan Document, to the fullest extent permitted by law, Borrower hereby agrees
to protect, indemnify, defend and save harmless, Lender and its directors, officers, Affiliates, agents and employees from and
against any and all liability, expense or damage of any kind or nature and from any suits, claims or demands, including legal fees
and expenses relating to the breach of any covenant, representation, or warranty by Borrower, or on account of any matter or thing
or action or failure to act by Lender or Borrower, whether or not in litigation, arising out of this Agreement or any Loan Document,
or any Event of Default, or any default or event which, with the lapse of time, would constitute an Event of Default, provided,
however, that Borrower shall not be required to indemnify Lender to the extent such suit, claim or damage is caused solely by willful
malfeasance of Lender, its directors, officers, agents and authorized employees. This indemnity is not intended to excuse Borrower
from performing hereunder. All obligations on the part of Borrower shall survive the closing of the transaction contemplated by
any Loan Document, the repayment of any Obligation and any cancellation of any Loan Document.


 


OTHER INFORMATION. Borrower shall
promptly furnish to Lender such other information, reports, certificates, and substantiating documentation as Lender may reasonably
request to reflect Borrower’s financial condition and business performance.


 


PRIOR AGREEMENTS. This Agreement
shall supersede any prior business loan agreement between Borrower and Lender.


 


INTERPRETATION OF LOAN DOCUMENTS. The
provisions set forth in this Agreement and the Loan Documents shall be cumulative. In the event of a discrepancy between the provisions
set forth in this Agreement and the provisions set forth In the Loan Documents, the provisions which are most restrictive or impose
the greatest obligation on Borrower shall apply.


 


NOTICES. Any notices under or pursuant
to this Agreement shall be deemed duly sent when delivered in hand or when mailed by registered or certified mail, return receipt
requested, addressed as follows:


 





	To Borrower:	HOF VILLAGE HOTEL II, LLC
	 	1826 Clearview Ave., NW
	 	Canton, OH 44708







  





	To Lender:	NEWMARKET PROJECT, INC.
	 	400 Market Avenue N, Suite 200
	 	Canton, OH 44702







 


ASSIGNMENT. Borrower agrees not
to assign any of Borrower’s rights, remedies or obligations described in this Note without the prior written consent of Lender,
which consent may be withheld in Lender’s sole discretion. This Agreement is assignable by Lender, and any transfer or assignment
of this Agreement, Note, or the Loan Documents, or portions thereof by Lender, shall operate to vest in any such assignee all rights
and powers herein conferred upon and granted to Lender.


 






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DEFINITIONS. The following capitalized
words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all
references to dollar amounts shall mean amounts in lawful money of the United State of America. Words and terms used in the singular
shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise
defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and
terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting
principles as In effect on the date of this Agreement:


 


Advance. The word “Advance”
means a disbursement of Loan funds made, or to be made, to Borrower, or on Borrower’s behalf, on the Term Loan.


 


Affiliate. The word “Affiliate”
shall mean as to any Person, any other Person (excluding any Subsidiary) which, directly or indirectly, is in control of, is controlled
by, or is under common control with such Person. For purposes of this definition, a Person shall be deemed to be “controlled
by” a Person if such Person possesses, directly or indirectly, power either (i) to vote twenty percent (20%) or more of the
securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of
the management and policies of such Person whether by control or otherwise.


 


Agreement. The word “Agreement”
means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with
all exhibits and schedules attached to this Business Loan Agreement from time to time.


 


Approved Merger. The words
“Approved Merger” means that certain merger and related corporate restructuring between Gordon Pointe Acquisition Corp.,
HOV Village, LLC, and other related parties and affiliates, currently being contemplated and hereby consented to by Lender.


 


Borrower. The word “Borrower”
means HOF Village Hotel II, LLC.


 


Event of Default. The
words “Event of Default” mean any of the events of default set forth in this Agreement in the default section of this
Agreement and the Term Loan Note.


 


Indebtedness. The word
“Indebtedness” means the indebtedness evidenced by the Note, this Agreement, the Related Documents, and any other amounts,
including costs and expenses, which Borrower owes to Lender, now or at any time in the future, including without limitation all
principal, interest, costs and expenses and other obligations set forth in the Note, this Agreement, or under any of the Related
Documents.


 


Lender. The word “Lender”
means NEWMARKET PROJECT, INC., its successors and assigns.


 


Loan. The words “Loan”
or “Loans” means the following, whether now existing or hereafter created, entered into or otherwise existing: i) Term
Loan, as described above in this Agreement, ii) any and all other loans, letters of credit, guaranties, and/or financial accommodations
from Lender to Borrower.


 






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Loan Account. The words
“Loan Account” mean a loan account in the name of Borrower maintained in accordance with Lender’s customary procedures,
in which shall be recorded, among other things, the date and amount of each Advance made by Lender and the date and amount each
payment in respect thereof; provided, however, the failure by Lender to record the date and amount of any Advance shall not adversely
affect Lender.


 


Loan Documents. The words
“Loan Documents” means, collectively and Individually, the following: (1) this Agreement; (2) the Term Loan Note; (3)
the Mortgage; (4) any exhibit or schedule attached to this Agreement or to any of the Loan Documents and any document or report
required to be provided by Borrower from time to time in connection with the Loans; and (5) all Related Documents as Lender may
reasonably require; all in form and substance satisfactory to Lender and Lender’s counsel.


 


Note or Notes. The words
“Note” or “Notes” mean the Term Loan Note, together with all renewals of, extensions of, modifications
of, refinancings of, replacements of, consolidations of, and substitutions for such Notes.


 


Related Documents. The
words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental agreements,
guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, attorney opinion letters, and
any other document provided by or on behalf of Borrowers or Borrowers’ legal counsel or required by Lender in connection
with the Term Loan, and all associated certificates, schedules and exhibits, and all other instruments, agreements and documents,
whether now or hereafter existing, required by Lender and/or executed or provided by or on behalf of Borrowers or Borrowers’
subsidiaries, parent entities, sister or other associated entitles in connection with the Term Loan.


 


Term Loan Note. The words
“Term Loan Note” mean collectively or individually: the Promissory Note executed, or to be executed, by Borrower to
reflect the indebtedness in connection with the Term Loan, in the original principal amount of $3,000,000.00, dated of even date
herewith together with all renewals of, extensions of, modifications of, refinancings of, replacements of, consolidations of, and
substitutions for such Note.


 


Person. The word “Person”
means any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated
associate organization, association, limited liability company, institution, public benefit corporation, joint venture, entity
or governmental body.


 


Subsidiary. The word “Subsidiary”
means a corporation, limited liability company, or other entity of whose shares of stock, units, or other ownership interests having
ordinary voting power (other than stock or other ownership interest having such power only by reason of the happening of a contingency)
to elect a majority of the directors of such corporation, are owned, directly or indirectly, by Borrower.


 


BORROWER ACKNOWLEDGES HAVING READ ALL
THE PROVISIONS OF THIS AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS ENTERED INTO AND DATED AS OF DECEMBER 30,
2019.


 






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BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED
COPY OF THIS PROMISSORY NOTE.


 


[Signatures on the following page]


 









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WARNING
- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN
AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU
MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY
OTHER CAUSE.


 


	BORROWER:	 	LENDER:
	By:	HOF
    Village Hotel II, LLC	 	NEWMARKET
    PROJECT, INC.
	 	a
    Delaware limited liability company	 
		 	 	 
	By:	HOF
    Village, LLC,	 	By:	/s/
	 	a
    Delaware limited liability company	Print Name: 	Mark
    J. Samolczyk
	 	Its:
    Sole Member	 	Its:
    President
	 	 	 	 
	By:	/s/	 	 
	Print
    Name: Michael Crawford	 	 
	Chief
    Executive Officer of HOF Village, LLC	 	 



 






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Exhibit A


 


Permitted Debt


 


	1.	Loan from the Home Federal Savings Loan Association of Niles to Borrower in the maximum principal
amount of $1,900,000.00.
	 	 



	2.	Loan from the City of Canton, Ohio to Borrower in the maximum principal amount of $3,500,000.00.
	 	 



		3.	Any construction loan by any lender in favor of Borrower in connection with the Hotel.





 


 


 


 


 


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