Exhibit 10.2


 


Hall of Fame Resort & Entertainment Company


2626 Fulton Drive NW


Canton, OH 44718


 


April 26, 2022


 


Midwest Lender Fund, LLC


11111 Santa Monica Boulevard, Suite 800


Los Angeles, CA 90025


Attention: Stuart Lichter


 


Re: Proposed Loan


 


Dear Midwest Lender Fund, LLC,


 


Reference is hereby made to
the letter agreement, dated March 1, 2022, between Hall of Fame Resort & Entertainment Company, a Delaware corporation (the “Company”),
and Stuart Lichter, as amended and restated April 14, 2022 (as amended and restated, the “Original Letter Agreement”).
This letter agreement (this “Letter Agreement”) assigns, amends and restates the Original Letter Agreement.


 


Midwest Lender Fund, LLC (“Lender”),
as assignee of Stuart Lichter of the Original Letter Agreement pursuant to this Letter Agreement, proposes to loan to the Company $4,000,000
(the “Proposed Loan”), subject to the terms and conditions of a definitive agreement for the Proposed Loan. This Letter
Agreement memorializes certain agreements between the Company, Lender and Stuart Lichter regarding the Proposed Loan:


 


1. Stuart
Lichter hereby assigns to Lender all of Stuart Lichter’s right, title and interest in and to the Original Letter Agreement and Lender
hereby assumes the same.


 


2. Stuart
Lichter hereby assigns to Lender all of Stuart Lichter’s right, title and interest in and to the Registration Rights Agreement,
dated as of March 1, 2022 (the “Registration Rights Agreement”), among the Company and other parties thereto with respect
to the Commitment Fee Shares (defined below) and the Warrant Shares, and Lender hereby assumes the same, including responsibility for
the obligations of Stuart Lichter under the Registration Rights Agreement and agrees to be subject to the terms of the Registration Rights
Agreement as a Holder (as defined in the Registration Rights Agreement).


 


3. If
the Proposed Loan were to close, the Company agrees to issue to Lender the following on the later of (such date, the “Issuance
Date”) (i) the closing date of the Proposed Loan and (ii) the date stockholders of the Company 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 the Company and the other parties thereto:


 


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


 






    


    


    

 


(b) warrants
to purchase 125,000 shares of HOFREC Common Stock (“Warrant Shares”) 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 closing date of the Proposed Loan, with a term of five (5) years, in the form of warrant attached
as Exhibit A (“Warrants”);


 


provided, that Lender delivers to the Company
a fully completed copy of the Accredited Investor Questionnaire attached hereto as Exhibit B (the “Questionnaire”)
on the Issuance Date.


 


4. Lender
makes the following representations and warranties to the Company as of the date hereof and as of the Issuance Date:


(a) 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 Lender’s investment. Lender has such knowledge and experience in
financial and business matters that Lender is capable of evaluating the risks and merits of this investment.


 


(b) 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.


 


(c) Access.
Lender acknowledges that (i) the Company has made all documents available to Lender including, but not limited to, any and all 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, the Company or a person acting on behalf
of the Company 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.


 


(d) 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 Letter Agreement. Lender is not relying on any oral representation of any officer or manager of the Company or any person
purported to be acting on behalf of the Company. Lender is not relying on the Company with respect to the tax and other economic considerations
of an investment and has consulted its own attorneys, accountants or investment advisors with respect to an investment in the Commitment
Fee Shares and Warrants.


 






    2 


    


    

 


(e) 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 it is able to hold the Commitment Fee Shares and Warrants indefinitely and to afford a complete loss
of its investment in the Commitment Fee Shares and Warrants.


 


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


 


(g) No
Registration of Interests; Book-Entry Form. Lender acknowledges and agrees that, based in part upon its 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, the Company, 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 to this effect and that, as applicable, stop transfer instructions will be issued by the
Company to its transfer agent. Lender understands that the Commitment Fee Shares and Warrants will be issued in book-entry, meaning uncertificated
form.


 


(h) 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.


 


(i) Compliance
with Laws and Other Instruments. The execution and delivery of the Letter Agreement by Lender and the consummation of the transactions
contemplated by the Letter Agreement do not and will not conflict with or result in any violation of or default under any agreement, certificate
or other instrument to which Lender is a party or by which Lender or any of its properties is bound, or any permit, franchise, judgment,
decree, statute, rule, regulation or other law applicable to Lender or its business or properties.


 






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(j) Reliance
on Representations. Lender acknowledges that the Company has relied and will rely upon its representations, warranties and agreements
in this Letter Agreement 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.


 


5. Nasdaq
19.99% Cap. Notwithstanding anything to the contrary contained in this Letter Agreement or the other Transaction Documents, 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 Letter Agreement 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 Letter Agreement and the issuance of additional shares of HOFREC Common Stock under this Agreement, if necessary, in
accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”). “Transaction Documents”
shall mean this Letter Agreement, the Certificate of Designations of Series C Convertible Preferred Stock, the Series C Warrants, the
Series D Warrants, the Series E Warrants, the Series F Warrants, the Series G Warrant, the IRG Split Note, the JKP Split Note, and the
Second Amendment to JKP Note (as such terms are defined in Amendment Number 6 to Term Loan Agreement dated as of March 1, 2022 by and
among the Company, HOF Village Newco, LLC, HOF Village Stadium, LLC, and HOF Village Youth Fields, LLC, as borrowers, in favor of CH Capital
Lending LLC, as administrative agent and lender).


 


6. This
Letter Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof, and may not be modified
or amended except by written agreement executed by the parties hereto. This Letter Agreement may be executed in counterparts. This Letter
Agreement will be governed in all respects by the laws of the State of Ohio (without regard to conflicts of law provisions).


 


[Signature pages follow]


 




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If the foregoing correctly sets forth our agreement,
please so confirm by signing a copy of this letter below.


 


	 	Very truly yours,
	 	 
	 	HALL OF FAME RESORT & ENTERTAINMENT COMPANY
	 	 	 
	 	By:	/s/ Michael Crawford
	 	Name:	Michael Crawford
	 	Title:	President and Chief Executive Officer


 


Agreed and accepted as of the date first above
written.


 


	/s/ Stuart Lichter	 
	Name: Stuart Lichter	 
	 	 
	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	 


 




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Exhibit A


 


Warrant


 


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.


 


“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.


 





 






		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.





 






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“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.


 






    A-2


     


    

 


“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).


 






    A-3


     


    

 


“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.


 






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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.



 






    A-5


     


    

 


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.


 


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.


 






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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.


 


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.


 






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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.


 






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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.


 






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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));   



 






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		●	“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


 


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).


 






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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.


 






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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.


 






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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.


 






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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.


 


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.


 






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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.


 






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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]


 




    A-18


     


    


 


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:



 




    A-19


     


    


 


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: ___________________________


 




    A-20


     


    


 


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:                                  	 


 






    A-21


     


    

 


Exhibit B


 


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 ☒


 






    B-1 


    


    

 


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.)



 






    B-2 


    


    

 


	 	_____	(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.
	 	 	 	 
	 	_____	(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]


 




    B-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: 	 


 


 


B-4