Exhibit 10.1


 


COGNOVIT PROMISSORY NOTE


 


$4,000,000.00


 


April 27, 2022


 


FOR VALUE RECEIVED,
HOF Village Center For Performance, LLC, a Delaware limited liability company (“Borrower”), as maker, hereby unconditionally
promises to pay to Midwest Lender Fund, LLC, a Delaware limited liability company (together with its successors and/or assigns, “Lender”),
or order, the principal sum of Four Million and 00/100 Dollars ($4,000,000.00) (the “Maximum Principal Amount”), or
so much thereof as may be advanced to or for the benefit of Borrower, in lawful money of the United States of America, with interest thereon
computed in accordance with Paragraph 1(b), all to be paid in accordance with the terms of this Promissory Note (as amended,
restated, supplemented, waived, or otherwise modified from time to time, this “Note”).


 


1. 
Payment Terms; Advances; Interest; Origination Fee.


 


(a) 
Borrower agrees to pay the principal sum of this Note, interest on the unpaid principal sum of this Note, and all other amounts
due under this Note from time to time outstanding, in accordance with the terms of this Note.


 


(b) 
Interest shall accrue on the outstanding balance of this Note at the greater of (i) six and one-half percent (6.5%) per
annum, compounded monthly, or (ii) if applicable, the Default Rate (as defined in Paragraph 4(e)(ii)) (such greater rate,
the “Interest Rate”). Interest on funds advanced by Lender to Borrower pursuant to this Note shall accrue from the
date such advance is made to Borrower (or is made on behalf of Borrower, at Borrower’s request, to third parties). Interest payable
pursuant to this Note shall be computed on the basis of a 360-day year and the actual number of days elapsed in any portion of a month
in which interest is due. Interest shall be paid by Borrower to Lender on the first day of each month, in arrears, during the Term (as
defined in Paragraph 4(e)(x)). Whenever any payment to be made hereunder shall be stated to be due on a day that is not a
Business Day (as defined in Paragraph 4(e)(i)), such payment shall be made on the next succeeding Business Day and such extension
of time shall be included in the computation of the interest due hereunder.


 


(c) 
The outstanding principal balance of this Note, all accrued and unpaid interest thereon, and all other amounts due under this Note
shall be due and payable on or before the applicable Note Maturity Date (as defined in Paragraph 4(e)(viii)).


 


(d) 
All payments under this Note shall be made to Lender at the following address, or at such other place as Lender may from time to
time designate in writing: 11111 Santa Monica Blvd., Suite 800, Los Angeles, California 90025.


 


(e) 
Principal and interest shall be paid without deduction or offset in lawful money of the United States. Borrower shall have the
right to prepay all or any portion of the principal amount of this Note at any time before the Note Maturity Date without penalty or premium
for prepayment. Payments shall be applied first to interest, Late Charges, and other costs due to Lender hereunder, and the balance to
principal.


 




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(f) 
 In addition to the other payments required hereunder, Borrower shall arrange for Hall of Fame Resort & Entertainment Company,
a Delaware corporation (“HOFREC”), to issue to Lender, as a commitment fee in consideration of the transactions contemplated
by this Note, the following on the later of (such date, the “Issuance Date”) (i) the date hereof and (ii) the date
stockholders of HOFREC approve such issuance in accordance with Nasdaq Listing Rule 5635(c), in a transaction exempt from registration
pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and that shall benefit
from, and be subject to, that certain Registration Rights Agreement, dated as of March 1, 2022, by and among HOFREC and the other parties
thereto:


 


(i) 
125,000 restricted shares (the “Commitment Fee Shares”)
of HOFREC’s common stock, par value $0.0001 per share (“HOFREC Common Stock”); and


 


(ii) 
warrants to purchase 125,000 shares of HOFREC Common Stock at an exercise
price equal to the greater of $1.50 per share or $.02 more than the average Nasdaq Official Closing Price of HOFREC Common Stock (as reflected
on Nasdaq.com) for the five trading days immediately preceding the date hereof, in the form of the warrant attached as Exhibit A (“Warrants”)
The Warrants shall be exercisable, at Lender’s option, at any time from the one year anniversary of the date such Warrants are issued
(the “Warrant Date”) through and including the five year anniversary of the Warrant Date.


 


A fully completed copy of the Accredited
Investor Questionnaire attached hereto as Exhibit B (the “Questionnaire”) is being delivered by Lender to HOFREC.


 


(g) 
Lender makes the following representations and warranties to Borrower and HOFREC:


 


(i) 
Economic Loss and Sophistication. Lender is able to bear the economic risk of losing its entire investment in the Commitment
Fee Shares and Warrants. In making this statement, consideration has been given to whether Lender can afford to hold the investment for
an indefinite period of time and whether Lender can afford a complete loss of its investment. Lender has such knowledge and experience
in financial and business matters that it is capable of evaluating the risks and merits of this investment.


 


(ii) 
Accredited Investor Determination. Lender is an “accredited investor” as defined in Rule 501(a) of Regulation
D under the Securities Act, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act, as certified in the Questionnaire.


 


(iii) 
Access. Lender acknowledges that (i) Borrower and HOFREC have made all documents available to it including, but not limited
to, this Note and any and all additional agreements, documents, records and books that Lender (or its representatives) has requested relating
to an investment in the Commitment Fee Shares and Warrants, (ii) Lender has had an opportunity to ask questions of, and receive answers
from, Borrower or a person acting on behalf of Borrower and HOFREC or a person acting on behalf of HOFREC concerning the terms and conditions
of an investment in the Commitment Fee Shares and Warrants, and (iii) all questions asked by Lender have been adequately answered to its
satisfaction. Lender represents that it has had access to all information that it deems material to an investment decision with respect
to an investment in the Commitment Fee Shares and Warrants.


 






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(iv) Reliance.
Lender has relied solely on independent investigations conducted by Lender or its advisors in making a decision to subscribe for the
Commitment Fee Shares and Warrants and acknowledges that no representations or agreements have been made to Lender other than those
specifically set forth in this Note. Lender is not relying on any oral representation of any officer or manager of Borrower or
HOFREC or any person purported to be acting on behalf of Borrower or HOFREC. Lender is not relying on Borrower or HOFREC with
respect to the tax and other economic considerations of an investment and have consulted Lender’s own attorneys, accountants
or investment advisors with respect to an investment in the Commitment Fee Shares and Warrants.


 


(v) 
Speculative Investment. Lender is aware that (i) an investment in the Commitment Fee Shares and Warrants involves numerous
risks, which Lender has carefully considered, (ii) no federal or state agency has passed upon the merits of the sale of the Commitment
Fee Shares and Warrants of any of the information provided in connection with the offering, and (iii) the Commitment Fee Shares and Warrants
are a speculative investment involving a significant degree of risk for which there is no guarantee that Lender will realize any gain
from any investment. Lender acknowledges and agrees that Lender is able to hold the Commitment Fee Shares and Warrants indefinitely and
to afford a complete loss of Lender’s investment in the Commitment Fee Shares and Warrants.


 


(vi) 
Exempt Transaction. Lender understands that the Commitment Fee Shares and Warrants are being issued in reliance upon an
exemption from federal securities registration.


 


(vii) 
No Registration of Interests; Book-Entry Form. Lender acknowledges and agrees that, based in part upon Lender’s representations
contained herein and in reliance upon applicable exemptions, no interest in the Commitment Fee Shares and Warrants has been registered
under the Securities Act or the securities laws of any other domestic or foreign jurisdiction. Lender agrees not to offer, sell, pledge
or otherwise dispose of all or any portion of the Commitment Fee Shares and Warrants without registration or qualification except pursuant
to an offering duly registered or qualified under the Securities Act and any applicable state securities laws, unless (i) in the opinion
of counsel for, or counsel satisfactory to, HOFREC, registration or qualification under the Securities Act and any applicable state securities
laws is not required and (ii) if required, Lender has received any necessary regulatory approvals. Lender understands that the Commitment
Fee Shares and Warrants will be subject to a legend this effect and that, as applicable, stop transfer instructions will be issued by
HOFREC to its transfer agent. Lender understands that the Commitment Fee Shares and Warrants will be issued in book-entry, meaning uncertificated
form.


 


(viii) Investment
Intent. Lender is acquiring the Commitment Fee Shares and Warrants for its own account for investment, and not with a view to
any distribution, resale, subdivision or fractionalization thereof in violation of the Securities Act or any other applicable
domestic or foreign securities laws, and Lender has no present plans to enter into any contract, undertaking, agreement or
arrangement for any such distribution, resale, subdivision or fractionalization. The Commitment Fee Shares and Warrants are not
being acquired, directly or indirectly, as nominee, trustee or representative of or for any other person or persons.


 






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(ix) Power
and Authority. Lender is authorized to enter into this Note, the Questionnaire, and such other agreements, certificates,
instruments or other documents as are executed by or on Lender’s behalf in connection with Lender’s obligations under
this Note or in connection with this subscription (collectively, the “Note Documents”), to perform
Subscriber’s obligations under the Note Documents, and to consummate the transactions that are the subjects of the Note
Documents.


 


(x) Compliance with Laws and Other Instruments. The execution and delivery of the Note Documents by, or on behalf of, Lender
and the consummation of the transactions contemplated by the Note Documents do not and will not conflict with or result in any violation
of or default under any provision of any charter, bylaws, trust agreement or other organizational document, as the case may be, of Lender,
or any agreement, certificate or other instrument to which Lender is a party or by which Lender or any of Lender’s properties is
bound, or any permit, franchise, judgment, decree, statute, rule, regulation or other law applicable to Lender or the business or properties
of Lender.


 


(xi) Reliance on Representations. Lender acknowledges that Borrower and HOFREC have relied and will rely upon Lender’s
representations, warranties and agreements in this Note and that all such representations and agreements shall survive the issuance and
delivery of the Commitment Fee Shares and Warrants hereunder and shall remain in effect thereafter.


 


2. 
Expenses; Indemnification.


 


(a) 
Borrower agrees to pay promptly: (i) all the actual and reasonable documented costs and expenses of Lender, including reasonable
attorneys’ fees, in connection with the negotiation, preparation, and execution of this Note and the transactions contemplated hereby,
(ii) all fees, costs, and expenses incurred by Lender (including during the pendency of any bankruptcy, insolvency, receivership,
or other similar proceeding, regardless of whether allowed or allowable in such proceeding) to maintain, protect, or preserve Lender’s
rights under this Note or with respect to any collateral that secures this Note, (iii) all the actual and reasonable costs and expenses
of creating and perfecting liens on any collateral that secures this Note in favor of Lender, including filing and recording fees, expenses,
and taxes, stamp or documentary taxes, search fees, title insurance premiums, and reasonable fees, expenses, and disbursements of counsel
to Lender, (iv) all the actual and reasonable costs and fees, expenses, and disbursements of any auditors, accountants, consultants,
or appraisers engaged by Lender in connection with the transactions contemplated by this Note, (v) all the actual and reasonable
costs and expenses (including the reasonable fees, expenses, and disbursements of any appraisers, consultants, advisors, and agents employed
or retained by Lender) in connection with the custody or preservation of any of collateral that secures this Note, and (vi) after
the occurrence of a Default (as defined in Paragraph 4(e)(ii)) or an Event of Default (as defined in Paragraph 4(e)(vi)),
all documented costs and expenses, including reasonable attorneys’ fees and costs of settlement, incurred by Lender in enforcing
any obligations under this Note or under any other agreement executed in connection with or securing this Note, or in collecting any payments
due from Borrower under this Note or under any other agreement executed in connection with or securing this Note by reason of such Default
or Event of Default (including in connection with the sale of, collection from, or other realization upon any of collateral securing this
Note) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”
or pursuant to any insolvency or bankruptcy cases or proceedings.


 






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(b)  Borrower
agrees to indemnify Lender and each of Lender’s employees, agents and representatives, and their respective successors and
assigns (each of the foregoing Persons (as defined in Paragraph 4(e)(ix)), an “Indemnitee”) against, and
to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related costs and expenses, including
reasonable counsel fees, disbursements and other charges, incurred by or asserted against any Indemnitee arising out of, in any way
connected with, or as a result of (i) the execution or delivery of this Note or any other agreement executed in connection with
or securing this Note, the performance by the parties thereto of their respective obligations thereunder, or the consummation of the
transactions contemplated thereby, (ii) the use of the proceeds of this Note, (iii) any claim, litigation, investigation
or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, or (iv) any actual release of
hazardous materials on the Mortgage Property (as defined in Paragraph 4) in violation of applicable environmental laws; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or
related costs and expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have
resulted primarily from the gross negligence or willful misconduct of such Indemnitee (and, upon any such determination, any
indemnification payments with respect to such losses, claims, damages, liabilities or related costs and expenses previously received
by such Indemnitee shall be subject to reimbursement by such Indemnitee). To the extent that the undertakings to defend, indemnify,
pay and hold harmless set forth in this Paragraph 2(b) may be unenforceable in whole or in part because they are
violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under
applicable law to the payment and satisfaction of all indemnified liabilities incurred by Indemnitees or any of them.


 


(c) 
To the extent permitted by applicable law, Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential, or punitive damages (as opposed to direct or actual damages) arising out of,
in connection with, or as a result of, this Note or any other agreement executed in connection with or securing this Note or any agreement
or instrument contemplated hereby, the transactions contemplated hereby or thereby, or the use of the proceeds of this Note.


 


(d) 
Any amounts payable to Lender under this Paragraph 2 shall accrue interest at the Interest Rate, calculated from the
date of payment or disbursement by Lender, until repaid in full.


 


3. 
Default and Acceleration.


 


(a) 
Upon the occurrence and during the continuance of any Event of Default, and at any time and from time to time thereafter, in addition
to any other rights or remedies available to Lender under this Note, at law, or in equity:


 


(i) 
Borrower shall pay interest on the outstanding principal and interest at an interest rate equal to the Default Rate.


 


(ii) 
Lender may, at its option, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights
against Borrower and/or in and to any collateral that secures this Note; including, without limitation, declaring Borrower’s obligations
under this Note to be immediately due and payable (including any accrued and unpaid interest and any other amounts owing by Borrower under
this Note).


 


(b) 
If any payment owing from Borrower to Lender under this Note is not received by Lender within ten (10) days following its
due date, Borrower shall pay to Lender an additional sum equal to four percent (4%) of the overdue amount as a late charge (the
“Late Charge”). The Late Charge shall be paid to Lender within ten (10) days after the date incurred, and any
failure to pay the Late Charge within thirty (30) days after the date incurred shall be an Event of Default hereunder.


 






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(c) 
Borrower recognizes that any failure by Borrower to timely make the payments provided for herein, or any other Event of Default
hereunder, will cause Lender to incur costs not contemplated by this Note (including, without limitation, processing and accounting charges,
loss of use of funds, and frustration to Lender in meeting its other financial commitments), and that the damages caused thereby would
be extremely difficult and impractical to ascertain. Borrower hereby agrees that, if any such event should occur, the Default Rate (if
applicable) and the Late Charge (if applicable), represent a fair and reasonable estimate of the damages and costs to Lender, considering
all the circumstances existing on the date of this Note. The parties further agree that proof of actual damages would be costly or inconvenient.
Acceptance of the Late Charge (if applicable) will not be deemed a waiver of any Default or Event of Default (unless such Default or Event
of Default is cured in accordance with the provisions of this Note), and shall not prevent Lender from exercising any other rights and
remedies available to Lender.


 


(d) 
No failure or delay on the part of Lender in exercising any right or remedy under this Note or under any other agreement executed
in connection with or securing this Note shall operate as a waiver of any such right or remedy. No right, power, or remedy given to Lender
by the terms of this Note or by the terms of any other agreement executed in connection with or securing this Note is intended to be exclusive
of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other
right, power, or remedy given to Lender by the terms of any instrument or by any statute or otherwise against Borrower or any other Person.
No single or partial exercise by Lender of any power hereunder, or under any other document executed in connection with or securing this
Note, shall preclude other or further exercise thereof or the exercising of any other power.


 


(e) 
For purposes of this Note:


 


(i)  
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in Cleveland,
Ohio are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed
to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential
employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental
authority, so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in Cleveland, Ohio are
generally are open for use by customers on such day.


 


(ii) 
“Default” means any event or condition that, upon notice, lapse of time, or both, would constitute an Event
of Default.


 


(iii)  
“Default Rate” means the lesser of (A) ten and one-half percent (10.5%) per annum and (B) the
Maximum Legal Rate (as defined in Paragraph 6(a)).


 


(iv) 
“Extended Note Maturity Date” means April 30, 2024.


 


(v) 
“Extension Option” means Borrower’s option to automatically extend the Initial Note Maturity Date to the
Extended Note Maturity Date upon written notice to Lender on or before thirty (30) days prior to the Initial Note Maturity Date.


 




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(vi) 
 “Event of Default” means (A) Borrower’s failure to pay, on or before the due date thereof (subject
to Paragraph 3(b) with respect to Late Charges only and subject to Paragraph 3(c)), any amount owing to Lender
under this Note or under any other agreement executed in connection with this Note, or (B) Borrower’s failure, within five (5)
days after written notice from Lender to Borrower, to comply with any non-monetary covenant contained in this Note or in any other
agreement executed in connection with or securing this Note.


 


(vii) 
“Initial Note Maturity Date” means April 30, 2023.


 


(viii)  
“Note Maturity Date” means the Initial Note Maturity Date, or, if Borrower has timely exercised its Extension
Option, the Extended Note Maturity Date.


 


(ix) 
“Person” means any individual, partnership, limited liability company, corporation, joint venture, association,
trust, or other entity


 


(x) 
“Term” means the period commencing on the date hereof and ending on the applicable Note Maturity Date.


 


4. 
Security. This Note is secured by a Mortgage (the “Mortgage”) encumbering that certain property
located at 1912 Clarendon Ave. NW, Canton, Ohio (the “Mortgaged Property”), as more particularly described therein.
Notwithstanding anything contained in this Note or the Mortgage to the contrary, Borrower shall have the right, without Lender’s
consent, to enter into additional indebtedness and to grant liens on the Mortgaged Property in connection with the operation of Borrower’s
business and Borrower’s development of the Mortgaged Property, but Borrower shall notify Lender in writing if such indebtedness
and/or liens are to be granted not less than ten (10) days in advance of the occurrence of same.


 


5. 
Savings Clause. Notwithstanding anything to the contrary contained herein:


 


(a) 
All agreements and communications between Borrower and Lender are hereby, and shall, automatically be limited so that, after taking
into account all amounts deemed to constitute interest, the interest contracted for, charged, or received by Lender shall never exceed
the maximum non-usurious interest rate (if any), that at any time or from time to time may be contracted for, taken, reserved, charged,
or received on the indebtedness evidenced by this Note, under the laws of any state whose laws are held by any court of competent jurisdiction
to govern the interest rate provisions of this Note (the “Maximum Legal Rate”).


 


(b) 
In calculating whether any interest exceeds the Maximum Legal Rate, all such interest shall be amortized, prorated, allocated,
and spread over the full amount and term of all principal indebtedness of Borrower to Lender.


 


(c) 
If, through any contingency or event, Lender receives or is deemed to receive interest in excess of the Maximum Legal Rate, any
such excess shall be deemed to have been applied toward the payment of the principal of any and all then outstanding indebtedness of Borrower
to Lender, or if there is no such indebtedness, shall immediately be returned to Borrower.


 


6. 
No Oral Change. This Note may not be modified, amended, waived, extended, changed, discharged, or terminated orally
or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom
enforcement of any modification, amendment, waiver, extension, change, discharge, or termination is sought.


 




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7. 
 Waivers. Borrower and all others who may become liable for the payment of all or any part of the obligations evidenced
by this Note do hereby jointly and severally waive presentment and demand for payment, notice of dishonor, notice of intention to accelerate,
notice of acceleration, protest and notice of protest and non-payment, and all other notices of any kind, except as expressly provided
herein. No release of any security for the obligations evidenced by this Note, nor any extension of time for payment of this Note or any
installment hereof, and no alteration, amendment, or waiver of any provision of this Note or of any other agreement between Lender (on
one hand) and any other Person (on the other hand), shall release, modify, amend, waive, extend, change, discharge, terminate, or affect
the liability of Borrower or any other Person who may become liable for the payment of all or any part of the obligations evidenced by
this Note. No notice to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower or of the right of Lender to
take further action without further notice or demand, as provided for in this Note or in any other agreement executed in connection with
or securing this Note.


 


8. 
Transfer; Successors and Assigns.


 


(a) 
This Note and any of Lender’s rights hereunder may be assigned by Lender, at any time, to any entity that is directly or
indirectly controlling, controlled by, or under common control with Lender. Any such assignee or transferee of Lender shall be entitled
to all the benefits afforded to Lender under this Note. Upon any such transfer of this Note by Lender, Lender may deliver its rights to
all the collateral (if any) mortgaged, granted, pledged, or assigned as security for this Note (or any part thereof) to the transferee,
who shall thereupon become vested with all the rights and obligations herein or under applicable law given to Lender with respect thereto,
and Lender shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter; but Lender shall
retain all rights and obligations hereby given to it with respect to any liabilities and the collateral not so transferred.


 


(b) 
Borrower shall not have the right to assign or transfer Borrower’s rights or obligations under this Note without Lender’s
the prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Any attempted assignment or transfer
by Borrower of Borrower’s rights or obligations under this Note without Lender’s prior written consent shall be null and void.


 


(c) 
Subject to the foregoing, this Note shall be binding upon, and shall inure to the benefit of, Borrower and Lender and their respective
heirs, successors and/or permitted assigns.


 


9. 
Governing Law; Jurisdiction; Service of Process.


 


(a) 
IN ALL RESPECTS, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY, AND PERFORMANCE, THIS NOTE AND THE OBLIGATIONS ARISING HEREUNDER
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO, APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH
STATE, AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY
AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS NOTE.


 






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(b)  ANY
LEGAL SUIT, ACTION, OR PROCEEDING AGAINST BORROWER ARISING OUT OF OR RELATING TO THIS NOTE SHALL BE INSTITUTED IN ANY FEDERAL OR
STATE COURT IN STARK COUNTY, OHIO. BORROWER HEREBY WAIVES ANY OBJECTION WHICH BORROWER MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY SUCH SUIT, ACTION, OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY
SUIT, ACTION, OR PROCEEDING. BORROWER AGREES THAT SERVICE OF PROCESS UPON BORROWER AT THE ADDRESS FOR BORROWER SET FORTH IN PARAGRAPH 11,
AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED IN PARAGRAPH 11, SHALL BE
DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION, OR PROCEEDING. BORROWER SHALL GIVE
PROMPT NOTICE TO LENDER OF ANY CHANGE IN THE ADDRESS FOR BORROWER SET FORTH IN PARAGRAPH 11. NOTHING CONTAINED HEREIN
SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING, LENDER SHALL
HAVE THE RIGHT TO INSTITUTE ANY LEGAL SUIT, ACTION, OR PROCEEDING FOR THE ENFORCEMENT OR FORECLOSURE OF ANY LIEN ON ANY COLLATERAL
FOR THIS NOTE AND THE OBLIGATIONS EVIDENCED BY THIS NOTE IN ANY FEDERAL OR STATE COURT IN ANY JURISDICTION THAT LENDER MAY ELECT, IN
ITS SOLE AND ABSOLUTE DISCRETION. BORROWER WAIVES ANY OBJECTION WHICH BORROWER MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF
ANY SUCH SUIT, ACTION, OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT,
ACTION, OR PROCEEDING.


 


10.  
Waiver of Jury Trial. BORROWER (AND LENDER, BY ITS ACCEPTANCE HEREOF) HEREBY AGREES NOT TO ELECT A TRIAL BY JURY
OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER
EXIST WITH REGARD TO THIS NOTE, THE OBLIGATIONS EVIDENCED BY THIS NOTE, OR ANY CLAIM, COUNTERCLAIM, OR OTHER ACTION ARISING IN CONNECTION
THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND BY LENDER, AND IS INTENDED TO ENCOMPASS
INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER OR BORROWER IS HEREBY
AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.


 


11.  
Notices. Any notice, demand, consent, approval, or document that Borrower or Lender is required or may desire to
give or deliver to the other party shall be given in writing by (a) personal delivery; (b) certified mail, return receipt requested, postage
prepaid; (c) a national overnight courier service that provides written evidence of delivery; or (d) electronic mail transmission and
addressed as to such other party at its notice address set forth below:


 


(a) If
to Lender:


 


Midwest Lender Fund, LLC

11111 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025

Email: slichter@industrialrealtygroup.com


 




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With a copy to (which shall not constitute notice):


 


Fainsbert Mase Brown & Sussman, LLP

11111 Santa Monica Blvd., Suite 810

Los Angeles, CA 90025

Attention: Dean Sussman, Esq.

Email: DSussman@fms-law.com


 


(b) If
to Borrower:


 


HOF Village Center For Performance, LLC


 


2626 Fulton Dr. NW

Canton, OH 44718

Attention: Benjamin Lee


 


Email: Benjamin.Lee@HOFVILLAGE.com


 


and


 


HOF Village Center For Performance, LLC

2626 Fulton Dr. NW

Canton, OH 44718

Attention: Tara Charnes

Email: tara.charnes@HOFVillage.com


 


Any party may change its notice
address (or any portion thereof) by giving written notice thereof in accordance with this paragraph. All notices hereunder shall be deemed
given: (i) if delivered personally, when delivered; (ii) if sent by certified mail, return receipt requested, postage prepaid, on the
third day after deposit in the U.S. mail; (iii) if sent by overnight courier, on the first Business Day after delivery to the courier;
and (iv) if sent by electronic mail, on the date of transmission if sent on a Business Day before 5:00 p.m. Eastern time, or on the next
Business Day, if sent on a day other than a Business Day or if sent after 5:00 p.m. Eastern time; provided that a hard copy of
any notice sent by electronic mail must also be sent by either a nationally recognized overnight courier or by U.S. mail, first class,
postage prepaid.


 


12.  
Time of the Essence. Time is of the essence with respect to Borrower’s obligations under this Note.


 


13.  
Severability. In the event any term or provision of this Note is held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note, which terms and
provision shall remain binding and enforceable.


 






    10


     


    

 


14.  Nasdaq
19.99% Cap. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower,
HOFREC and Lender agree that the total cumulative number of shares of HOFREC Common Stock that may be issued to Lender and its
affiliates hereunder and under the other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d)
(“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below). If the
number of shares of HOFREC Common Stock issued to Lender and its affiliates under this Note and the other Transaction Documents
reaches the Nasdaq 19.99% Cap, so as not to violate the 20% limit established in Listing Rule 5635(d), HOFREC, at its election, will
use reasonable commercial efforts to obtain stockholder approval of this Note, in accordance with the requirements of Nasdaq Listing
Rule 5635(d) (the “Approval”). “Transaction Documents” shall mean (A) this Note, (B) the
Certificate of Designations of 7.00% Series C Convertible Preferred Stock, par value $0.0001 per share, of HOFREC, (C) the amended
and restated Series C Warrant, dated March 1, 2022, issued by HOFREC to CH Capital Lending, LLC, (D) the amended and Series D
Warrant to purchase HOFREC Common Stock, dated March 1, 2022, issued by HOFREC to CH Capital Lending, LLC, (E) the Series E Warrant
to purchase HOFREC Common Stock, dated March 1, 2022, issued by HOFREC to CH Capital Lending, LLC, (F) the Series E Warrant to
purchase HOFREC Common Stock, dated March 1, 2022, issued by HOFREC to IRG, LLC, (G) the two Series F Warrants to purchase HOFREC
Common Stock, dated March 1, 2022, issued by HOFREC to JKP Financial, LLC, (H) the Series G Warrant to purchase HOFREC Common Stock
to be issued by the Borrower to Stuart Lichter, (I) the First Amended and Restated Promissory Note, dated as of March 1, 2022,
issued by HOFREC to IRG, LLC (J) the First Amended and Restated Promissory Note, dated March 1, 2022, issued by Borrower to JKP
Financial, LLC, and (K) the Joinder and Second Amendment to Secured Cognovit Promissory Note, dated as of March 1, 2022, by and
between HOF Village Newco, LLC, HOF Village Hotel II, LLC, as makers, HOFREC, and JKP Financial, LLC, as holder.


 


15. 
Confession of Judgment. The undersigned irrevocably authorizes and empowers any attorney-at-law (including, without limitation,
any attorney who has represented or does represent the holder of this Note) to appear for it, in the name and on behalf of the undersigned,
before any court in the State of Ohio or elsewhere having statutory jurisdiction to render a cognovit judgment against the undersigned
and/or any endorser, or surety, at any time after this obligation becomes due, and waive process and service thereof, and without notice,
confess judgment against the undersigned in favor of the payee or holder, for the amount that may appear to be due hereon for principal,
interest, damages and costs of suit, release all errors in any judgments so confessed, and waive all right and benefit of appeal and
stay of execution. In the event the attorney at law who confesses judgment hereon has represented or does represent the holder of this
Note, the undersigned specifically waives any conflict of interest on the part of such confessing attorney and specifically consents
to the payment by the holder of this Note of the legal fee of the confessing attorney for confessing judgment hereon. The undersigned
expressly acknowledges that the within warrant of attorney shall be deemed a continuing warrant of attorney and shall not be extinguished
or terminated by reason of its having been utilized once or more than once against one or more of the undersigned, and that the within
warrant of attorney shall survive the entry of any judgment hereon and shall remain in effect as long as any amounts due thereon remain
unpaid. This provision and the rights herein granted shall not be affected by the dissolution or liquidation of any of the undersigned.
Each of the undersigned further acknowledge and agree that, upon any acceleration of the indebtedness of the undersigned, for any reason,
failure to pay the entire outstanding accelerated indebtedness shall be a payment default under Ohio Revised Code Section 2323.13.


 


(Remainder of page intentionally left blank;
signature page follows)


 




    11


     


    

 


IN WITNESS WHEREOF, Borrower
and Lender have duly executed this Promissory Note as of the day and year first above written.


 


Borrower:


 


“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.”


 


	 	HOF VILLAGE CENTER FOR PERFORMANCE, LLC,
	 	a Delaware limited liability company
	 	 	 	 
	 	By:	/s/ Benjamin Lee
	 	 	Name:  	Benjamin Lee
	 	 	Title:	Chief Financial Officer



 


Lender:


 


MIDWEST LENDER FUND, LLC,


a Delaware limited liability company


By: S.L. Properties, Inc., a Delaware
corporation, its Manager


 


	By:	/s/ Stuart Lichter	 
	 	STUART LICHTER, President  	 



  


Signature Page


Promissory Note


 




    12


     


    

 


Exhibit A


 


FORM
OF SERIES G


 


COMMON STOCK PURCHASE WARRANT


 


HALL
OF FAME RESORT & ENTERTAINMENT COMPANY


 


Series G No. W-1


 


	Warrant Shares: 125,000	Initial Exercise Date:  ______, 20221





  


THIS SERIES G COMMON STOCK
PURCHASE WARRANT (this “Warrant”), dated as of ______, 2022 (the “Warrant Date”)2,
certifies that, for value received, Midwest Lender Fund, LLC (the “Holder”) is entitled, upon the terms and subject
to the limitations on exercise and the conditions hereinafter set forth, at any time from the Initial Exercise Date set forth above, through
and until 5:00 p.m. (New York City time) on the date which is five years after the Warrant Date (such date, the “Termination
Date”), but not thereafter, to subscribe for and purchase from Hall of Fame Resort & Entertainment Company, a company incorporated
under the laws of the State of Delaware (the “Company”), up to 125,000 shares (as subject to adjustment hereunder,
the “Warrant Shares”) of Common Stock (as defined in Section 1). The purchase price of one share of Common Stock under
this Warrant shall be equal to the Exercise Price (as defined in Section 2(b)). This Warrant shall be issued and maintained in the form
of a certificate held by the Holder.


 


Section 1.Definitions.
In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Amended
and Restated Assigned IRG Note” means the $4,273,543.46 principal amount First Amended and Restated Promissory Note, dated March
1, 2022, issued by the Company to IRG, LLC.


 


“Amended
and Restated Assigned JKP Note” means the $4,273,543.46 principal amount First Amended and Restated Promissory Note, dated March
1, 2022, issued by the Company to JKP Financial, LLC.


 


“Amended
and Restated Series C Warrant” means the Amended and Restated Series C Warrant to purchase 10,036,925 shares of Common Stock,
dated as of March 1, 2022, issued by the Company to CH Capital Lending, LLC.


 





 






		1	NTD: The initial exercise date will be one year after the date
the Warrant is issued.



		2	NTD: The Warrant Date will be the date of shareholder approval
of the warrant.



 




    13


     


    

 


“Amended
and Restated Series D Warrant” means the Amended and Restated Series D Warrant to purchase 2,450,980 shares of Common Stock,
dated as of March 1, 2022, issued by the Company to CH Capital Lending, LLC.


 


“Bid Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading
Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York
City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading Market, the volume weighted average price
of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then
listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,
or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in
good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees
and expenses of which shall be paid by the Company.


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” 
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
are open for use by customers on such day.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Letter
Agreement” means the Assigned, Amended and Restated Letter Agreement, dated April 26, 2022, among the Company, Stuart Lichter
and Midwest Lender Fund, LLC.


 




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“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Second
Amendment to JKP Note” means the Joinder and Second Amendment to Secured Cognovit Promissory Note, dated as of March 1, 2022,
by and among HOF Village Newco, LLC, HOF Village Hotel II, LLC, as makers, the Company, and JKP Financial, LLC, as holder, which agreement
amends that certain Secured Cognovit Promissory Note, dated as of June 19, 2020, originally executed by Hotel II and by HOF Village, LLC,
in favor of JKP Financial, LLC, as assigned by HOF Village, LLC to HOF Village Newco, LLC pursuant to the Contribution Agreement dated
as of June 30, 2020, by and between HOF Village, LLC and HOF Village Newco, LLC, as amended by the First Amendment to Secured Cognovit
Promissory Note dated December 1, 2020.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Series
E Warrants” mean (i) the Series E Warrant to purchase 1,000,000 shares of Common Stock, dated March 1, 2022, issued by the Company
to CH Capital Lending, LLC, and (ii) the Series E Warrant to purchase 500,000 shares of Common Stock, dated March 1, 2022, issued by the
Company to IRG, LLC.


 


“Series
F Warrants” means (i) the Series F Warrant to purchase 1,000,000 shares of Common Stock, dated March 1, 2022, issued by the
Company to JKP Financial, LLC; and (ii) the Series F Warrant to purchase 500,000 shares of Common Stock, dated March 1, 2022, issued by
the Company to JKP Financial, LLC.


 


“Series
G Warrant” means this Warrant


 


“Sixth
Amendment to Term Loan Agreement” means Amendment Number 6 to Term Loan Agreement, dated as of March 1, 2022, among the Company,
HOF Village Newco, LLC and HOF Village Stadium, LLC, as borrower, in favor of CH Capital Lending, LLC, as administrative agent and lender,
which agreement amends that certain Term Loan Agreement, dated as of December 1, 2020, as amended by (i) Amendment Number 1 to Term Loan
Agreement, dated as January 28, 2021; (ii) Amendment Number 2 to Term Loan Agreement, dated as of February 15, 2021; (iii) Amendment Number
3 to Term Loan Agreement, dated as of August 30, 2021; (iv) Amendment Number 4 to Term Loan Agreement, dated as of August 30, 2021; and
(v) Amendment Number 5 to Term Loan Agreement, dated as of December 15, 2021.


 


“Trading
Day” means a day on which the Common Stock is traded on a Trading Market.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).


 




    15


     


    

 


“Transfer
Agent” means Continental Stock Transfer and Trust Company, the current transfer agent of the Company, with a mailing address
of One State Street, 30th Floor, New York, NY 10004 and a facsimile number of 212-616-7615, and any successor transfer agent of the Company.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading Market, the volume weighted
average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock
is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market
(or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common
Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser
selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.


 


“Warrants”
means this Warrant and other Common Stock purchase warrants of the same series issued by the Company.


 


Section 2.Exercise.


 


a) Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times
on or after the Initial Exercise Date and on or before the Termination Date, by delivery to the Company of a duly executed e-mail
attachment of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of
(i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section
2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares
specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the
cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original
Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice
of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender
this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and this Warrant has been
exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading
Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in
purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding
number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder
and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company
shall use its reasonable best efforts to deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of
such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the
provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares
available for purchase hereunder at any given time may be less than the amount stated on the face hereof.


 






    16


     


    

 


b) 
Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $_____3,
subject to adjustment hereunder (the “Exercise Price”).


 


c)  Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus
contained therein is not current and available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised,
in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number
of Warrant Shares equal to the quotient obtained by dividing ((A-B)(X)) by (A), where:


 


	 	(A)	=	as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;
	 	(B)	=	the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise



 





 






		3	NTD: The Exercise Price shall be equal to the greater of $1.50
per share or $.02 more than the average Nasdaq Official Closing Price of the Common Stock (as reflected on Nasdaq.com) for the five trading
days immediately preceding April 27, 2022.



 




    17


     


    

 


In connection with
clause (ii) in (A) above, upon written request of the Company, the Holder will promptly provide evidence reasonably acceptable to the
Company of the Bid Price of the Common Stock on the principal Trading Market that was reported by Bloomberg L.P. as of the time of the
Holder’s execution of the applicable Notice of Exercise provided that failure to provide such evidence shall not reduce or otherwise
toll the Company’s obligation to deliver the Warrant Shares on or before the Warrant Share Delivery Date.


 


If Warrant Shares
are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,
the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position
contrary to this Section 2(c).


 


d) 
Mechanics of Exercise.


 


i.  Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the
Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The
Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a
participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares
to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical
delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the
number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the
Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of
Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading
Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the
“Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all
corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised,
irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the
case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days
comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to
deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay
to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise
(based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per
Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share
Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer
agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein,
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the
Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of
Exercise.


 






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ii. 
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request
of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new
Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
in all other respects be identical with this Warrant.


 


iii. 
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant
to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise by notifying the Company
of such rescission within ten (10) days of delivering the Notice of Exercise.


 


iv. 
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole share.


 


v. 
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the
Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;
provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require,
as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay
all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another
established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.


 


vi. 
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.


 






    19


     


    

 


e)  Nasdaq
19.99% Cap. Notwithstanding anything to the contrary contained in this Warrant or the other Transaction Documents (defined
below), the Company and Holder agree that the total cumulative number of shares of Common Stock that may be issued to Holder and its
Affiliates hereunder and under the other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d)
(“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below). If the
number of shares of Common Stock issued to Holder and its Affiliates under this Warrant and the other Transaction Documents reaches
the Nasdaq 19.99% Cap, so as not to violate the 20% limit established in Listing Rule 5635(d), the Company, at its election, will
use reasonable commercial efforts to obtain stockholder approval of this Warrant and the issuance of shares of Common Stock issuable
upon the exercise of this Warrant in excess of the Nasdaq 19.99% Cap in accordance with the requirements of Nasdaq Listing Rule
5635(d) (the “Approval”). “Transaction Documents” shall mean this Warrant, the Certificate of
Designations of 7.00% Series C Convertible Preferred Stock of the Company, the Amended and Restated Series C Warrant, the Amended
and Restated Series D Warrant, the other Series E Warrant, the Series F Warrants, the Letter Agreement, the Amended and Restated
Assigned JKP Note, the Amended and Restated Assigned IRG Note, the Second Amendment to JKP Note, and the Sixth Amendment to Term
Loan Agreement.


 


Section 3.Certain
Adjustments.


 


a) 
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise
of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way
of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares
of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before
such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the
number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this
Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record
date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after
the effective date in the case of a subdivision, combination or re-classification.


 


b) 
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company
grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to
the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if
the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which
the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.


 






    20


     


    

 


c) 
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend
or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant immediately before the date of which a record is taken for such Distribution, or, if no such record
is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution.


 


d)  Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or
indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of
its assets in one or a series of related transactions, or (iii) the Company, directly or indirectly, in one or more related
transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange
pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property(each a
“Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right
to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such
Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is
the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a
result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall
be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in
respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the
Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a
Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any
exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the
obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements
(without unreasonable delay) prior to such Fundamental Transaction and shall deliver to the Holder in exchange for this Warrant a
security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which
is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to
the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the
exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price
hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such
Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise
price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such
Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be
substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the
“Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall
assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as
the Company herein.


 






    21


     


    

 


e) 
Weighted Average Anti-Dilution Adjustment. The Exercise Price shall be subject to a weighted average anti-dilution adjustment
from time to time as follows:


 


i. 
If the Company shall at any time or from time to time during the period from the Warrant Date to the Termination Date, issue any
additional shares of Common Stock (or be deemed to have issued any shares of Common Stock as provided herein), other than Excluded Securities
(as defined in Section 3(e)(iii)) and Excluded Transactions (as defined in Section 3(e)(iv))(such additional shares, “Additional
Shares”), without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to
the issuance of Common Stock, the Exercise Price in effect immediately prior to such issuance shall forthwith be lowered to a price (calculated
to the nearest one-hundredth of a cent) determined in accordance with the following formula:


 


EP2
= EP1 * (A + B) ÷ (A + C)   


 


For
purposes of the foregoing formula, the following definitions shall apply:   


 


		●	“EP2”
                                            shall mean the Exercise Price in effect immediately after such issue of Additional Shares
                                            of Common Stock;   



 


		●	“EP1”
                                            shall mean the Exercise Price in effect immediately prior to such issue of Additional Shares
                                            of Common Stock;   



 


		●	“A”
                                            shall mean the number of shares of Common Stock outstanding immediately prior to such issue
                                            of Additional Shares of Common Stock (including any shares of Common Stock deemed to have
                                            been issued pursuant to Section 3(e)(ii)(D));   



 






    22


     


    

 





		●	“B”
                                            shall mean the number of shares of Common Stock that would have been issued if such Additional
                                            Shares of Common Stock had been issued at the price per share equal to EP1 (determined by
                                            dividing the aggregate consideration received by the Company in respect of such issue by
                                            EP1); and   



 


		●	“C”
                                            shall mean the number of such Additional Shares of Common Stock issued in such transaction.



 


ii. 
For the purposes of any adjustment of the Exercise Price pursuant to Section 3(e)(i), the following provisions shall be applicable:


 


(A) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor
before deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting
or otherwise in connection with the issuance and sale thereof.


 


(B) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than
cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Company, irrespective
of any accounting treatment.


 


(C) In the case of the issuance of Common Stock without consideration, the consideration shall be deemed to be $0.01 per share.


 


(D) In the case of the issuance of (x) options or warrants to purchase or rights to subscribe for Common Stock, (y) debt or securities
by their terms convertible into or exchangeable for Common Stock or (z) options to purchase rights to subscribe for such convertible or
exchangeable securities:


 


a.  
the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options or warrants to purchase or rights
to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration
equal to the consideration (determined in the manner provided in subdivisions (A), (B) and (C) above), if any, received by the Company
upon the issuance of such options, warrants or rights plus the minimum purchase price provided in such options, warrants or rights for
the Common Stock covered thereby; and


 






    23


     


    

 


b.  the
aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or
exchangeable debt or securities or upon the exercise of options or warrants to purchase or rights to subscribe for such convertible
or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such
securities were issued or such options or warrants or rights were issued and for a consideration equal to the consideration received
by the Company for any such securities and related options or warrants or rights (excluding any cash received on account of accrued
interest or accrued dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or
exchange of such securities or the exercise of any related options or warrants or rights (the consideration in each case to be
determined in the manner provided in subdivisions (A), (B) and (C) above).


 


iii. 
For purposes of Section 3(e), the term “Excluded Securities” shall mean (i) shares of Common Stock issued to
officers, employees, directors or consultants of Company and its subsidiaries, pursuant to any agreement, plan or arrangement approved
by the Board of Directors of the Company, or options or warrants to purchase or rights to subscribe for such Common Stock, or debt or
securities by their terms convertible into or exchangeable for such Common Stock, or options or warrants to purchase or rights to subscribe
for such convertible or exchangeable securities pursuant to such agreement, plan or arrangement; (ii) shares of Common Stock issued as
a stock dividend or upon any stock split or other subdivision or combination of shares of Common Stock; or (iii) securities issued pursuant
to the acquisition of another corporation or other entity by the Company by merger or purchase of stock or purchase of all or substantially
all of such other corporation's or other entity's assets whereby the Company owns not less than a majority of the voting power of such
other corporation or other entity following such acquisition or purchase.


 


iv. 
For purposes of Section 3(e), the term “Excluded Transactions” shall mean sales of shares of Common Stock issued
under the Company’s “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act; provided,
however, that each financial quarter during which the Company’s sales of such shares reaches a multiple of $5 million aggregate
consideration beginning with sales occurring after March 1, 2022 for an average consideration per share for such multiple of $5 million
aggregate consideration that is less than the Exercise Price then in effect at the end of such financial quarter, the Exercise Price in
effect at the end of such financial quarter shall forthwith be lowered to a price (calculated to the nearest one-hundredth of a cent)
determined in accordance with the formula set forth in Section 3(e)(i), with the following adjustments: (A) “A” shall mean
the difference of (1) the number of shares of Common Stock outstanding immediately following the sale of a share under the Company’s
“at the market offering” that reaches a multiple of $5 million (including any shares of Common Stock deemed to have been issued
pursuant to Section 3(e)(ii)(D)), minus (2) the number of shares of Common Stock issued under the Company’s “at the market
offering” for such multiple of $5 million and (B) “C” shall mean the number of such shares of Common Stock issued under
the Company’s “at the market offering” for such multiple of $5 million.


 


f)   Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For
purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the
sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 






    24


     


    

 


g)  Notice
to Holder.


 


i. Adjustment to
Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver
to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the
number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii. Notice to
Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common
Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company
shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of
all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into
other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or
winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the
Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20
calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a
record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be
taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or
share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of
record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any
defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such
notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding
the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current
Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such
notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 




    25


     


    

 


h) Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time
during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount
and for any period of time deemed appropriate by the board of directors of the Company.


 


Section 4.Transfer
of Warrant.


 


a) Transferability.
This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office
of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto
duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such
transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the
name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of
assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant
shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically
surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender
this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company
assigning this Warrant in full. This Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the
purchase of Warrant Shares without having a new Warrant issued.


 


b) 
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated as of the Warrant Date and shall
be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


c) 
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose
(the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat
the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.


 


Section 5.Miscellaneous.


 


a)  No
Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in
Section 3.


 






    26


     


    

 


b) 
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of this Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.


 


c) 
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


d) 
Authorized Shares.


 


The Company covenants
that, during the period this Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number
of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the
necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented
by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).


 


Except and to
the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the
generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor
upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant
and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory
body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 






    27


     


    

 


Before taking any
action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.


 


e) 
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflicts of law thereof (other than Section 5-1401 of the General Obligations law). Each party agrees that all legal proceedings concerning
the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto
or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this
Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an
action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be
reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.


 


f)  
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered,
and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


g)  Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any
material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and
expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the
Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 






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h) 
Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder to the Company
shall be in writing and delivered personally, or e-mail, or sent by a nationally recognized overnight courier service, addressed to the
Company, at 2626 Fulton Drive, NW, Canton, OH 44718, Attention: (i) Chief Executive Officer, email address: michael.crawford@HOFvillage.com
and (ii) General Counsel, email address: Tara.Charnes@HOFVILLAGE.com, or such other email address or address as the Company may specify
for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder
shall be in writing and delivered personally, by facsimile or electronic transmission, or sent by a nationally recognized overnight courier
service addressed to each Holder at the facsimile number, email address or address of such Holder appearing on the books of the Company.
Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission,
if such notice or communication is delivered via facsimile at the facsimile number or via email at the email address set forth in this
Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile number or via email at the email address set forth in this Section on a day
that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the
date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such
notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information
regarding the Company or any subsidiaries, the Company shall file such notice with the Commission pursuant to a Current Report on Form
8-K as soon as practicable and no later than 4 Business Days after providing such notice hereunder.


 


i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the
Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to
assert the defense in any action for specific performance that a remedy at law would be adequate.


 




    29


     


    

 


k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant Shares.


 


l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company,
on the one hand, and the Holder or the beneficial owner of this Warrant, on the other hand.


 


m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.


 


n) 
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be
deemed a part of this Warrant.


 


[Signature page follows]


 




    30


     


    

 


IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the Warrant Date first above indicated.


 


	 	HALL OF FAME RESORT & ENTERTAINMENT COMPANY
	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  



 




     


     


    

 


NOTICE OF EXERCISE


 


		To:	HALL OF FAME RESORT &
ENTERTAINMENT COMPANY



 


(1) The undersigned hereby
elects to purchase ________ Warrant Shares of Hall of Fame Resort & Entertainment Company (the “Company”) pursuant
to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.


 


(2) 
Payment shall take the form of (check applicable box):


 


		☐	in lawful money of the United States; or



 


		☐	if permitted the cancellation of such number of Warrant Shares
as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number
of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).



 


Please issue said Warrant Shares in the name of
the undersigned or in such other name as is specified below:


 


_______________________________.


 


The Warrant Shares shall be delivered to the following
DWAC Account Number:


 


_______________________________


 


_______________________________


 


_______________________________


 


[SIGNATURE
OF HOLDER]


 


Name of Investing Entity: ___________________________________


 


Signature of Authorized Signatory of Investing
Entity: _________________________________


 


Name of Authorized Signatory: _______________________________


 


Title of Authorized Signatory: ________________________________


 


Date: ___________________________


 




     


     


    

 


ASSIGNMENT FORM


 


(To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:	 	 
	 	 	(Please Print)
	 	 	 
	Address:	 	 
	 	 	(Please Print)
	 	 	 
	Phone Number:	 	 
	 	 	 
	Email Address:	 	 



  


	Dated: _______________ __, ______	 
	 	 
	Holder’s Signature:  	 
	 	 
	Holder’s Address:  	 


 




     


     


    

 


Exhibit B


 


FORM OF


 


ACCREDITED INVESTOR QUESTIONNAIRE


(ALL INFORMATION WILL BE TREATED CONFIDENTIALLY)


 


This Accredited Investor Questionnaire
(“Questionnaire”), dated as of ___, 2022, is to being delivered by the undersigned (“Subscriber”)
in connection with Subscriber’s receipt of shares (the “Subscribed Shares”) of common stock , par value
$0.0001 per share (“HOFREC Common Stock”), of Hall of Fame Resort & Entertainment Company, a Delaware corporation
(the “Company”), and warrants (the “Warrants”) as contemplated by Letter Agreement,
dated March 1, 2022, between the Company and Stuart Lichter, as amended and restated April 14, 2022 and assigned, amended and restated
April 26, 2022. The Subscribed Shares and Warrants are being issued without registration under the Securities Act of 1933, as amended
(the “Securities Act”), and the securities laws of certain states, in reliance on the exemptions contained in
the Securities Act and in reliance on similar exemptions under applicable state laws. The purpose of this Questionnaire is to provide
assurance that Subscriber meets the applicable suitability requirements. The information supplied by Subscriber will be used in determining
whether Subscriber meets such requirements, and reliance upon the private offering exemptions from registration is based in part on the
information herein supplied.


 


This Questionnaire does not
constitute an offer to sell or a solicitation of an offer to buy any security. Subscriber’s answers will be kept strictly confidential.
However, by signing this Questionnaire, Subscriber authorizes the Company to provide a completed copy of this Questionnaire to such parties
as the Company deems appropriate in order to ensure that the purchase and sale of the Subscribed Shares and Warrants will not result in
a violation of the Securities Act or the securities laws of any state. Subscriber must answer all applicable questions and complete and
sign this Questionnaire. Please print or type the responses and attach additional sheets of paper if necessary to complete the answers
to any item.


 


PART A.BACKGROUND INFORMATION


 


	Name of Subscriber:  	Midwest Lender Fund, LLC
	 	 
	If a corporation, partnership, limited liability company, trust or other entity:
	 	 
	Type of entity:  	limited liability company
	 	 
	Business Address:	 
	 	(Number and Street)
	 	 
		 
	 	(City, State, and Zip Code)
		 
	Telephone Number:	 
	 	 
	Employer or Taxpayer Identification No.:	 



 


Was Subscriber formed for the purpose of investing in the securities
being offered?


 


Yes ☐ No ☒


 




     


     


    

 


PART B.ACCREDITED INVESTOR QUESTIONNAIRE


 


In connection with the purchase
and sale of the Subscribed Shares and Warrants pursuant to the Letter Agreement, the following information must be obtained regarding
Subscriber’s investor status. Please initial each category applicable to Subscriber as a purchaser of the Subscribed Shares
and Warrants.


 


	 	_____	(i)	A natural person whose individual net worth, or joint net worth with such person’s spouse, at the time of his or her purchase exceeds $1,000,000.
	 	 	 	 
	 	 	 	Note:  The term “net worth” means the excess of total assets at fair market value over total liabilities, except that (i) the person’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability.
	 	 	 	 
	 	___	(ii)	A natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with such person’s spouse in excess of $300,000 in each of those years, and who has a reasonable expectation of reaching the same income level in the current calendar year.
	 	 	 	 
	 	_____	 (iii)	A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the Subscribed Shares and Warrants, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) (i.e., a person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment).
	 	 	 	 
	 	X ____	 (iv)	An entity in which all of the equity owners are accredited investors.  (If Subscriber has checked this alternative, Subscriber shall provide statements signed by each equity owner demonstrating how each is qualified as an accredited investor.)
	 	 	 	 
	 	_____	 (v)	A bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”), or a business development company as defined in Section 2(a)(48) of the Investment Company Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended; a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which fiduciary is either a bank, a savings and loan association, an insurance company, or a registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.



 






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	 	_____	 (vi)	A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.
	 	 	 	 
	 	____	 (vii)	An organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, a corporation, limited liability company, Massachusetts or similar business trust, or a partnership, that was not formed for the specific purpose of acquiring the Subscribed Shares and Warrants, with total assets in excess of $5,000,000.
	 	 	 	 
	 	_____	 (viii)	A director or executive officer of the Company.
	 	 	 	 
	 	_____	 (ix)	None of the above.



 


[Signature Page Follows] 


 




    3


     


    

 


IN WITNESS WHEREOF, Subscriber
has executed this Questionnaire as of the date set forth above and hereby certifies that the information contained herein is true and
correct as of such date.


 


Subscriber:


 


	Midwest Lender Fund, LLC	 
	 	 
	 	 
	Name:  	 	 
	Title: