Exhibit
4.1


 


	
        NUMBER
	
        NUMBER

         

	 	C-
	 	 
	 	SHARES
	 	 
	 	SEE REVERSE FOR CERTAIN DEFINITIONS
	 	 
	 	CUSIP 40619L 102


 


HALL OF FAME RESORT & ENTERTAINMENT
COMPANY


 


INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE

COMMON STOCK


 


This Certifies that  is the owner of


 


FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001
EACH OF THE COMMON STOCK OF


 


HALL OF FAME RESORT & ENTERTAINMENT
COMPANY


(THE “CORPORATION”)


 


transferable on the books of the Corporation in person or by
duly authorized attorney upon surrender of this certificate properly endorsed.


 


This certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.


 


Witness the seal of the Corporation and the facsimile signatures
of its duly authorized officers.


 


	Secretary	[Corporate Seal]

Delaware	President
	 	 	 
	 	 	 


 






    	 	 	 



     


    

 


HALL OF FAME RESORT & ENTERTAINMENT
COMPANY


  


The Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class
of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights.
This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Certificate
of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies
of which may be obtained from the secretary of the Corporation), to all of which the holder of this certificate by acceptance hereof
assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or regulations:


 


	TEN COM	—	as tenants in common	  	UNIF GIFT MIN ACT   	—  	Custodian  
	 	 	 	 	 	 	 
	TEN ENT  	—	as tenants by the entireties	  	  	  	(Cust) (Minor)  


  


	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	under Uniform Gifts to Minors Act

(State)


 


Additional abbreviations may also be used though not in the
above list.


 


For value received, hereby sells, assigns and transfers unto


  


 


 






(PLEASE INSERT
SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))


 


 


 






(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES),
INCLUDING ZIP CODE, OF ASSIGNEE(S))


 


Shares of the capital stock represented by the within Certificate,
and do hereby irrevocably constitutes and appoints Attorney to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.

 


Dated:


 





 



 


 


 








NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.


 


Signature(s) Guaranteed:


By


 







 



 


 


 






THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE).


 


 


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