Exhibit 10.26


 


LOAN AGREEMENT


 


	Borrower:	
        HOF VILLAGE HOTEL II, LLC

        c/o HOF Village LLC

        1830 Clearview Ave NW

        Canton, OH 44708

        Attn: Michael
        Crawford, CEO
	 	Lender:	
        CITY OF CANTON, OHIO 

        218 Cleveland Avenue SW

        Canton,
        OH 44702



 


THIS LOAN AGREEMENT
(“Agreement”), dated December 30, 2019, is made and executed between HOF VILLAGE HOTEL II, LLC, a Delaware limited
liability company (“Borrower”), and CITY OF CANTON, OHIO, a municipality duly organized and validly existing under
the Ohio Constitution and other applicable Ohio laws (“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 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.


 


1) LOAN FACILITIES.
This Agreement shall apply to a term loan in the original principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000.00)
(the “Term Loan”) as evidenced by a Promissory Note (“Promissory Note”) executed on December 30, 2019.


 


2) 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”).


 


3) 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 July 1, 2027, unless otherwise
deferred as permitted hereunder. The Borrower shall have the right to defer quarterly scheduled principal payments for any given
loan year beginning on July 1st, up to but not more than three times during the term of the Promissory Note, and by doing so Borrower
will extend the Maturity Date thereof one year for each deferral. Borrower may only exercise its right to defer quarterly principal
payments for a given loan year if the Borrower’s financial performance as calculated in the previous twelve (12) months of
the given loan year fails to meet each of the following standards: (1) the Hotel must maintain an average occupancy level of seventy
percent (70%) of available nights; (2) the Hotel must maintain an Average Daily Rate (“ADR”) of $118 per night; and
(3) the Hotel must maintain a Debt Service Coverage Ratio (“DSCR”) of at least 1.25 to 1.00. For purposes of this Agreement,
DSCR means the measurement of cash flow available to pay current obligations. DSCR states Net Operating Income as a multiplier
of debt obligations due within one year, including interest and principal.


 






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In order to defer any quarterly principal
payments for one-year, Borrower shall provide Lender written notice of its election to defer principal payments supported by audited
financial records prepared by an outside accounting firm acceptable to Lender and Borrower. Under no circumstances shall the quarterly
interest payments required to be made by Borrower be deferred. Under no circumstances shall the Maturity Date for the payment of
all outstanding principal and accrued interest be extended beyond July 1, 2030.


 


4) USE OF LOAN PROCEEDS.
The proceeds of the Term Loan set forth in this Agreement shall be used solely for the funding of the improvement and renovation
of the hotel located at 320 Market Avenue S., Canton, Ohio, currently known as the McKinley Grand Hotel (“Hotel”) by
Borrower, in accordance with the plans dated November 27, 2019 (the “Plans”), a copy of which have previously been
delivered to the Lender, and as such plans may hereafter be modified with Lender’s prior approval, which approval shall not
be unreasonably withheld; provided, however, that Lender’s approval shall not be required for minor or de minimis changes
to such plans.


 


5) INTEREST. The
interest rate applicable to the Term Loan shall be one-half percent (.5%) per annum. Upon an Event of Default, the interest rate
applicable to the outstanding principal balance under the Promissory Note shall equal five percent (5%) per annum.


 


6) REPAYMENT OBLIGATIONS.
The payment of principal and interest shall be as set forth in the Promissory Note.


 


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


 


8) DISBURSMENT OF
LOAN PROCEEDS. Borrower and Lender agree that the proceeds of the Term Loan will be made available to Borrower based upon written
applications for disbursements or Advances of loan proceeds (each being an “Application”) to be submitted by Borrower
to cover renovations and/or improvements to the Hotel that have been completed by Borrower prior to submission of the Application
to Lender. Such 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) the
amount of the requested Advance, (iv) a list of the contractors, subcontractors and materialmen (collectively “Contractors”)
that completed the Work covered by the Application, (iv) the amounts due and owing to each Contractor for such Work, (v) after
the first disbursement/Advance of loan proceeds hereunder, each Application shall include written 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 Plans and 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 ten (10)business days after receipt of a complete Application from Borrower. Under no circumstances will Lender be
required to make any disbursements/Advances of the loan proceeds unless it has received a complete Application and all documentation
to be provided therewith, confirmed proper completion of the Work, confirmed payment of Contractors referenced on prior Applications,
or prior to January 7, 2020. Borrower shall not submit more than three Applications hereunder during any thirty (30) day time period.
In addition, to the foregoing, the parties agree that if Lender receives written notice that Borrower has failed to pay Contractors
referenced in a prior Application, Lender may complete future Advances in the form of issuing joint checks payable to Borrower
and the Contractors listed on each applicable Application.


 






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9) CONDITIONS PRECEDENT
TO TERM LOAN. Lender’s obligation to make the loan under this Agreement or to make disbursements of the Loan proceeds
in the future 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 conditions
set forth in Section 8 above and set forth below in this Section. .


 


(A) Loan
Documents. Borrower shall have executed and/or provided to Lender the following documents for the Term Loan: (1) the Promissory
Note; (2) this Agreement; (3) an Open-End Mortgage, Assignments of Leases and Rents and Security Agreement (“Mortgage”)
granting Lender a mortgage on the property located at 320 Market Avenue S., Canton, Ohio; and (4) all other documents as Lender
may reasonably require; all in form and substance satisfactory to Lender and Lender’s counsel.


 


(B) Intentionally
Omitted.


 


(C) 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.


 


(D) Representations
and Warranties. The representations and warranties set forth in this Agreement, in the Promissory Note, Mortgage and 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.


 


(E) Compliance
with Affirmative and Negative Covenants. Borrower has complied in all material respects with all negative and affirmative covenants
set forth in this Agreement, the Promissory Note and Mortgage, as determined by Lender in its reasonable discretion.


 


(F) 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.


 






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(G) 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.


 


(H) 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.


 


(I) 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.


 


(J) Acquisition
Loan. Borrower shall have obtained the proceeds of a Loan to acquire the Hotel in an amount not to exceed $1,900,000.00 from
Home Federal Savings and Loan Association of Niles (“Acquisition Loan Lender”).


 


10) 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:


 


(A) Authority.
Borrower has full power, authority and legal right to enter into this Agreement and the Loan Documents, and to perform all of its
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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(B) 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 c/o IRF Realty Advisors, 4020 Kinross Lakes Parkway, Suite 200, Richfield, Ohio 44286. 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 Borrower’s name or address of its principal office.


 


(C) 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.


 


(D) 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 otherwise disclosed to Lender in writing.


 


(E) 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 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).


 


(F) 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.


 






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(G) 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.


 


(H) No Litigation.
Except as otherwise disclosed to Lender in writing prior to the execution hereof, 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 and the Loan 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.


 


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


 


(J) 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.


 


(K) 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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(L) Hazardous
Waste Covenants and Indemnification.


 


(a) Borrower
covenants and warrants that Borrower’s use of the property described in the Mortgage (“Premises”) shall at all
times comply with and conform in all material respects to all laws, statutes, ordinances, rules, and regulations of any governmental,
quasi-governmental or regulatory authority now or hereafter in effect (“Laws”) which relate to the transportation,
storage, placement, handling, treatment, discharge, release, generation, production, or disposal (collectively “Treatment”)
of any waste, waste products, petroleum or petroleum based products, radioactive materials, poly-chlorinated biphenyls, asbestos,
hazardous materials or substances of any kind, pollutants, contaminants and any substance which is regulated by any law, statute,
ordinance, rule or regulation (collectively “Waste”). Borrower further covenants that it shall not engage in or permit
any Person to engage in any Treatment of any Waste on or that affects the Premises except for activities which comply with all
Laws in all material respects. “Person” means any individual, sole proprietorship, partnership, joint venture, unincorporated
organization, corporation, limited liability company, institution, trust, estate, government or other agency, or political subdivision
thereof or any other entity.


 


(b) Except
as specifically disclosed to Lender in writing, Borrower has no actual knowledge that the Premises is the subject of any Notice,
as hereinafter defined, from any governmental authority or Person.


 


(c) Promptly
upon receipt of any Notice from any Person, Borrower shall deliver to Lender a true, correct and complete copy of any written Notice
or a true, correct and complete report of any non-written Notice. Additionally, Borrower shall notify Lender immediately after
having knowledge or Notice of any Waste in or affecting the Premises. “Notice” shall mean any note, notice, information,
or report of any of the following:


 


(i) any suit,
proceeding, investigation, order, consent order, injunction, writ, award or action related to or affecting or indicating the Treatment
of any Waste in or affecting the Premises;


 


(ii) any
spill, contamination, discharge, leakage, release, threatened release, or escape of any Waste in or affecting the Premises, whether
sudden or gradual, accidental or anticipated, or of any other nature (“Spill”);


 


(iii) any
dispute relating to Borrower’s or any other Person’s Treatment of any Waste or any Spill in or affecting the Premises;


 


(iv) any
claims by or against any insurer related to or arising out of any Waste or Spill in or affecting the Premises;


 


(v) any recommendations
or requirements of any governmental or regulatory authority, insurer or board of underwriters relating to any Treatment of Waste
or a Spill in or affecting the Premises;


 


(vi) any
legal requirement or deficiency related to the Treatment of Waste or any Spill in or affecting the Premises; or


 






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(vii) any
tenant, licensee, concessionaire, manager, or other Person occupying or using the Premises or any part thereof which has engaged
in or engages in the Treatment of any Waste in or affecting the Premises in violation of applicable Laws.


 


(d) In the
event that (i) Borrower has caused, suffered, or permitted, directly or indirectly, any Spill in or affecting the Premises during
the term of this Agreement, or (ii) any Spill of any Waste has occurred on the Premises during the term of this Agreement, then
Borrower shall immediately take all of the following actions:


 


(i) notify
Lender, as provided herein;


 


(ii) take
all steps necessary or appropriate to clean up such Spill and any contamination related to the Spill, all in accordance with the
requirements, rules, or regulations of any local, state or federal governmental or regulatory authority or agency having jurisdiction
over the Spill;


 


(iii) restore
the Premises, provided that such restoration shall be no less than, but need not be more than, what is otherwise required by applicable
federal, state or local law or authorities;


 


(iv) allow
any local, state, or federal governmental or regulatory authority or agency having jurisdiction thereof to monitor and inspect
all cleanup and restoration related to such Spill; and


 


(e) Borrower
hereby agrees that it shall indemnify, defend, save and hold harmless Lender and Lender’s officers, directors employees,
agents, successors, assigns, and affiliates (collectively, “Indemnified Parties”) against and from, and to reimburse
the Indemnified Parties with respect to, any and all damages, claims, liabilities, losses, costs, and expenses (including, without
limitation, reasonable attorneys’, engineers’ and consultants’ fees and expenses, court costs, administrative
costs, costs of appeals and all clean up, administrative, fines, penalties, and enforcement costs of applicable governmental agencies)
that are incurred by or asserted against the Indemnified Parties by reason or arising out of: (i) the breach of any representation,
warranty or undertaking of Borrower under this Section 9(L), or (ii) the Treatment of any Waste by Borrower or any tenant, licensee,
concessionaire, manager, or other Person occupying or using the Premises, in or affecting the Premises, or (iii) any Spill governed
by the terms of this Section.


 


(f) The obligations
of Borrower under this Section shall survive any termination or satisfaction of this Loan Agreement.


 


(M) 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.


 






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(N) 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.


 


(O) Insurance.
Borrower shall keep all Improvements now existing or hereafter erected on the Premises insured against loss by fire and such other
hazards, casualties, and contingencies and in such amounts as Lender may require from time to time with financially sound and reputable
insurers, and Borrower will pay promptly when due any premiums on such insurance. All policies of insurance shall be delivered
to and held by Lender and have loss-payable clauses in favor of and in form acceptable to Lender. Not less than fifteen (15) days
before the expiration of any such policies, Borrower will deliver to Lender new or renewal policies in like amounts covering the
same risks. The policies shall provide that no cancellation shall occur without thirty (30) days prior written notice to Lender.
Should any loss occur to the insured property in an amount exceeding Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00),
Borrower will give prompt written notice to Lender and will not adjust nor settle such loss without the written consent of Lender,
which may make proof of loss if not made promptly by Borrower. In such case, the insurance proceeds of such loss or any part thereof
may be applied by Lender, at Lender’s option, either to the reduction of the unpaid balance of the Term Loan Obligations
or to restoration or repair of the property damaged.


 


(P) Preservation
and Maintenance of Premises. Borrower (a) shall not commit waste or permit impairment or deterioration of the Premises; (b)
shall not abandon the Premises; (c) shall, unless Lender withholds insurance proceeds as security for or application to the unpaid
balance of the Term Loan, restore or repair promptly and in a good and workmanlike manner all or any part of the Premises to the
equivalent of its original condition, or such other condition as Lender may approve in writing, in the event of any damage, injury
or loss thereto, whether or not insurance proceeds are available to cover in whole or in part the costs of such restoration or
repair unless the improvements constituting the Premises are (i) totally destroyed, (ii) insurance has been maintained thereon
as required by this Agreement, and (iii) Lender applies the proceeds of such insurance to payment of all or a portion of the unpaid
balance of the Term Loan; (d) shall keep the Premises, including improvements, fixtures, equipment, machinery, and appliances,
in good repair and shall replace improvements, fixtures, equipment, machinery, and appliances on the Premises owned by Borrower
when necessary to keep such items in good repair; (e) shall comply in all material respects with all laws, ordinances, regulations,
and requirements of any governmental body applicable to the Premises, including, without limitation, the Americans with Disabilities
Act, as it may be amended from time to time; and (f) shall give notice in writing to Lender, appear in and defend any action or
proceeding purporting to affect the Premises, the security of the Mortgage or the rights or powers of Lender, except for any such
action or proceeding caused by the gross negligence or intentional misconduct of Lender. Unless required by applicable law or unless
Lender has otherwise consented in writing, neither Borrower nor any tenant or other Person shall remove, demolish, or alter any
improvement now existing or hereafter erected on the Premises or any fixture (other than trade fixtures), equipment, machinery,
or appliance in or on the Premises owned by Borrower and used or intended to be used in connection with the Premises.


 






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


 


(A) 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 any of 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.


 


(B) Financial
Records. Permit Lender to examine and audit Borrower’s books and records upon request.


 


(C) Verification
of Use of Loan Funds and Financial Statements. Until such time as Borrower has accounted for the use of all Advances and/or
disbursements of loan proceeds hereunder, Borrower shall, on a calendar quarter basis, deliver to Lender written verification,
satisfactory to Lender, that loan proceeds hereunder have only been used directly for completion of the improvements to the Hotel
and solely for payment for soft and/or hard costs to unaffiliated third parties performing services, labor or materials in connection
with completion of the improvements to the Hotel in accordance with Section 4 above. In addition to the above, Borrower shall 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.


 


(D) 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.


 






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(E) 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.


 


(F) 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.


 


(G) 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 Ohio and all states
wherein the failure to be so licensed or qualified would have a material adverse effect upon Borrower.


 


(H) 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.


 






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12) 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 shall not without the prior written consent of Lender:


 


(A) 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) cease operations,
liquidate, or, 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) subject to subsection (I) below, 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, create any new subsidiaries or parent corporations, without prior
notice to Lender and approval by Lender, which approval shall not be unreasonably withheld, or (7) except in connection with the
Approved Merger, which will not require Borrower to purchase or redeem any interests in Borrower or any third party, acquire, purchase,
redeem, sell, transfer, or retire any units or interest in any of its subsidiaries or related entities.


 


(B) Change
in Control. Except in connection with the Approved Merger, engage in any transaction resulting in a change in ownership or
control. For purposes of this Agreement, a change in ownership and control shall mean a change in the ownership of units affecting
20% or more of the outstanding units in Borrower or any subsidiary thereof, or a change in ownership of any lesser number of units
if such change effectively shifts control to another person or entity.


 


(C) 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.


 


(D) 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 set forth on Exhibit
“A”, (including any extensions, renewals, or refinancings 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, v) 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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(E) 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.


 


(F) 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.


 


(G) 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.


 


(H) 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, or in connection therewith or any other loans.


 


(I) No Distributions.
Borrower will not make any distributions to its members, nor allow any of its subsidiaries to make any distributions to its members.
Notwithstanding anything contained in this Agreement to the contrary, Borrower shall be permitted to make distributions to its
member and allow its subsidiaries to make distributions to its members, provided that the Hotel has achieved a DSCR of 1.00 to
1.00 and that Borrower has provided Lender with notice five (5) days prior to said distribution. In the event that Borrower makes
any distributions to its members or allows any of its subsidiaries to make any distributions to its members in accordance with
this Section 11(I), Borrower’s right to defer scheduled principal payments set forth in Section 3 of this Agreement shall
terminate and be considered void and of not further force and effect for the Term of Agreement as of the date of any such disbursement.


 


(J) 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 or operating agreements, except in connection with the Approved Merger.


 






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(K) 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.


 


13) 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, or any other agreement that Borrower
or any Affiliate of 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.


 


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


 


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


 


(B) Non-Payment
Defaults. Borrower fails to comply with, or to perform any other term, debt, obligation, covenant, condition, warranty or representation,
contained in this Agreement, the Promissory Note, or the Mortgage, or the occurrence of any Event of Default set forth in this
Agreement, the Promissory Note, or the Mortgage, other than for non-payment, 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.


 


(C) 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 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.


 


(D) False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower, or on their behalf, under this
Agreement, the Promissory 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.


 






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(E) Insolvency.
The dissolution or termination of Borrower’s existence, the cessation of Borrower’s business for any reason, the insolvency
of Borrower, the appointment of a receiver for any part of Borrower’s, or its 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.


 


(F) 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.


 


(G) Change
in Ownership. Any change in ownership of fifty percent (50%) or more of the equity ownership of Borrower, excluding however
any transfers within the existing members of Borrower or in connection with the Approved Merger.


 


(H) 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.


 


(I) Default
Under Other Agreements with Lender. A default by Borrower or any Affiliate or Subsidiary of Borrower under any other loan,
contract or agreement between Lender and Borrower or any Affiliate or Subsidiary of Borrower.


 


(J) Transfer
of Interest. Any transfer, sale, exchange, assignment, conveyance, lease, encumbrance or hypothecation of Borrower’s
interest in the real property described in the Mortgage, except as otherwise permitted herein, in connection with the Approved
Merger.


 


(K) Failure
to Obtain Construction Financing. The failure of Borrower to close on a construction loan or loans within ninety (90) days
of the date of this Agreement in an amount or amounts that are reasonably adequate to complete all renovations and improvements
to the Hotel in accordance with the Plans on or before October 31, 2020; provided, however, if Borrower cannot reasonably close
on such construction loan and/or loans within said ninety (90) day period, then Borrower shall have an additional thirty (30) day
period to close on such construction loan(s).


 






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15) 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.


 


In the event of such
a default hereunder, Borrower hereby further authorizes any attorney at law to appear in any court of record, state or federal,
in any county of Ohio where Borrower maintains its principal place of business or in the county where this Agreement was signed,
at any time or times after default in the payment of any sums due by Buyer hereunder or under the Loan Documents or other default
under Borrower’s obligations under any of the Loan Documents, whether by lapse of time or by acceleration or otherwise, and
waive the issuance and service of process and confess judgment against Borrower in favor of Lender for the amount then appearing
due under the Promissory Note, together with the costs of suit, and thereupon to release all errors and waive all rights of appeal
and stay of execution. The foregoing warrant of attorney shall survive any judgments, and should any judgment be vacated for any
reason the holder hereof shall be restored to the same rights, and Borrower subjected to the same obligations as existed hereunder
prior to the rendition of such vacated judgment.


 


16) 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.


 


17) 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.


 


18) 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 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 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.


 






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19) 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.


 


20) PRIOR AGREEMENTS.
This Agreement shall supersede any prior loan agreement between Borrower and Lender regarding the Term Loan.


 


21) 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.


 


22) 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






c/o HOF Village LLC

1830 Clearview Ave NW

Canton, OH 44708

Attn: Michael Crawford, CEO


 


		To Lender: 	CITY OF CANTON, OHIO






218 Cleveland Avenue SW

Canton, OH 44702

Attn: Law Director


 


23) ASSIGNMENT.
Borrower agrees not to assign any of Borrower’s rights, remedies or obligations described in this Agreement, the Promissory
Note or Mortgage 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, Promissory 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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24) 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 (“GAAP”) as in effect on the date of this Agreement:


 


(A) Acquisition
Loan Lender. The words “Acquisition Loan Lender” means the Home Federal Savings and Loan Association of Niles.


 


(B) 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.


 


(C) 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.


 


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


 


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


 


(F) Borrower.
The word “Borrower” means HOF VILLAGE HOTEL II, LLC.


 


(G) Event
of Default. The words “Event of Default” mean any of the events of default set forth in this Agreement, the Promissory
Note and the Mortgage.


 


(H) Indebtedness.
The word “Indebtedness” means the indebtedness evidenced by the Promissory Note, this Agreement, the Mortgage, 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 the Mortgage.


 


(I) Lender.
The word “Lender” means CITY OF CANTON, OHIO.


 






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(J) 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.


  


(K) Loan
Documents. The words “Loan Documents” means, collectively and Individually, the following: (1) this Agreement;
(2) the Promissory 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) any other
documents as Lender may reasonably require; all in form and substance satisfactory to Lender and Lender’s counsel.


 


(L) Mortgage.
The word “Mortgage” shall mean the Open-End Mortgage, Assignment of Rents, Security Agreement and Fixture Filing executed
by Borrower and delivered to Lender to secure the Promissory Note.


 


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


 


(N) Promissory
Note. The words “Promissory 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 Three Million Five
Hundred Thousand Dollars ($3,500,000.00), 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.


 


(O) 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.


 


[Signatures on the following page]


 




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


 


PRIOR TO SIGNING THIS
AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT.


 







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,	 	CITY OF CANTON, OHIO
	 	a Delaware
    limited liability company 	 	By: 	/s/        
	By:	HOF Village Hotel
    II, LLC,	 	Print Name:  	Thomas M. Bernabei
	 	a Delaware limited
    liability company 	 	Its: 	Mayor
	 	Its: Sole Member	 	 
	 	 	 	 
	By: 	/s/       	 	 
	Print
    Name: Michael Crawford	 	 
	Chief
    Executive Officer of HOF Village, LLC	 	 




 



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Exhibit A


 


		1.	Promissory Note in the amount of $1,900,000.00 dated October 22, 2019 executed by HOF Village Hotel
II, LLC in favor for Home Federal Savings and Loan Association of Niles.



 


		2.	Promissory Note in the amount of $3,000,000.00 dated December 30, 2019 executed buy HOF Village
Hotel II, LLC in favor of Newmarket Project, Inc.



 


		3.	A construction loan to be executed to HOF Village Hotel II, LLC in favor of a lender in an amount
to complete the improvements and renovations to the Hotel.



 


 


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