Third Amendment to Loan Agreement, dated October 16, 2023 by and among HOF Village Retail I, LLC, HOF Village Retail II, LLC, Hall of Fame Resort & Entertainment Company, collectively as borrower, and CH Capital Lending, LLC, as lender

Exhibit 10.4

THIRD AMENDMENT TO LOAN AGREEMENT

This Third Amendment to Loan Agreement (“Third Amendment”) is made and entered into as of the 16^th day of October, 2023 (the “Effective Date”), by and among HOF Village Retail I, LLC, a Delaware limited liability company (“Retail I”), HOF Village Retail II, LLC, a Delaware limited liability company (“Retail II”), and Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFRECo”, and together with Retail I and Retail II, collectively the “Borrower”) and CH Capital Lending LLC, Delaware limited liability company (“Lender”).

RECITALS:

A. Retail I, Retail II, and The Huntington National Bank (“HNB”) entered into that certain Loan Agreement dated September 27, 2022 (the “Loan Agreement”), under the terms of which HNB agreed to loan up to Ten Million Dollars ($10,000,000) for the purpose of financing improvements to two certain leasehold parcels of real property in the project commonly referred to as Hall of Fame Village located in the City of Canton, Stark County, Ohio, as more fully described in the Loan Agreement.

B. Lender has succeeded to the rights and obligations of HNB under the Loan Agreement pursuant to that certain Assignment of Note, Security Instrument and Other Loan Documents dated as of September 21, 2023 (the “Assignment”), and is now the holder of that certain Promissory Note dated September 27, 2022 (the “Note”) in the principal amount of $10,000,000 in which HNB is payee and Retail I and Retail II are makers.

C. The Loan Agreement and Note were modified pursuant to the terms of (i) that certain Joinder and First Amendment to Loan Agreement entered into by and between Borrower and Lender dated September 21, 2023 (“First Amendment”), (ii) that that certain letter agreement by and between Borrower and Lender dated September 21, 2023, and (iii) that certain Second Amendment to Loan Agreement by and between Borrower and Lender dated October 6, 2023 (“Second Amendment”).

D. Lender and Borrower have agreed upon certain modifications to the Loan Agreement and Note as hereinafter set forth.

NOW, THEREFORE, for and in consideration of the foregoing, the mutual promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower agree, effective as of the Effective Date, as follows:

1. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the same definition as set forth in the Loan Agreement or Note, as applicable.

2. Use of Loan Proceeds. Section 5.17 of the Loan Agreement, Section 4 of the First Amendment, and Section 3 the Second Amendment are hereby amended by adding the following new subparagraph (c) to the end of Section 5.17 of the Loan Agreement:

“(c) Notwithstanding the foregoing provisions of this Section 5.17, Borrower shall have the right to use up to $6,000,000 of the Loan Proceeds for the purpose of paying the costs of construction of the Hall of Fame Village Waterpark which will be owned by HOFRECo or its affiliates or subsidiaries (the “Permitted Purposes”). In the event Borrower desires to use more than $6,000,000 for the Permitted Purposes, Borrower must obtain the written consent of Lender.”

3. Conditions to Loan Funding. Section 6.2 of the Loan Agreement, Section 5 of the First Amendment, and Section 4 of the Second Amendment are hereby amended by adding the following new subparagraph (c) to the end of Section 6.2 of the Loan Agreement:

“(c) Notwithstanding the foregoing provisions of this Section 6.2, so long as Loan Proceeds are used solely for Permitted Purposes, Lender hereby waives the conditions to Loan funding set forth in subsections 6.2(a) and 6.2(b) up to the amount of $6,000,000 as described in Section 5.17(c), except for the issuance of a date down endorsement as described in subsection 6.2(b)(i) of the Loan Agreement. Borrower shall pay all costs, expenses and fees arising out of, related to, or otherwise incurred by Lender in connection with the Assignment, the First Amendment, the Second Amendment, and this Third Amendment, and all associated documentation and services including, but not limited to, title insurance, swap breakage fees, and attorney’s fees.”

4. Effect of Third Amendment; Further Amendments. This Third Amendment shall be binding upon Lender, Borrower, and their successors and assigns. Except as otherwise amended herein, the terms and conditions of the Loan Agreement shall remain in full force and effect. In the event of any conflict between the terms and conditions hereof and the terms and conditions of the Loan Agreement, the First Amendment, the Second Amendment, and this Third Amendment, the terms and conditions hereof shall control. Any further amendments to the Loan Agreement, the First Amendment, the Second Amendment, or this Third Amendment must be in writing and signed by the parties hereto in order to be effective.

5. Governing Law. This Third Amendment shall be governed by and controlled in accordance with the laws of the State of Ohio.

6. Counterparts; Electronic Signature. This Third Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. This Third Amendment may be executed by electronic means and methods, including DocuSign and portable document format (PDF), and shall when transmitted electronically or in paper format, be deemed binding on the signatories thereto.

IN WITNESS WHEREOF, the parties have caused this Third Amendment to be signed as of the Effective Date.

IN WITNESS WHEREOF, the parties have caused this Third Amendment to be signed as of the Effective Date.

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