Sixth Amendment to and Spreader of Pledge and Security Agreement, dated January 11, 2024 by Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC, HOF Village Youth Fields, LLC, collectively as grantor, and CH Capital Lending, LLC as administrative agent/collateral agent and IRG, LLC, JKP Financial, LLC, and Midwest Lender Fund, LLC, collectively secured parties

Exhibit 10.3

SIXTH AMENDMENT TO AND SPREADER OF
PLEDGE AND SECURITY AGREEMENT

This SIXTH AMENDMENT TO AND SPREADER OF PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is effective as of January 11, 2024 (the “Effective Date”), by (i) Hall of Fame Resort & Entertainment Company, a Delaware corporation (“HOFREC”), HOF Village Newco, LLC, a Delaware limited liability company (“HOF Newco”), and HOF Village Youth Fields, LLC, a Delaware limited liability company (“HOF Youth Fields”; HOFREC, HOF Newco, and HOF Youth Fields are collectively referred to herein as “Grantors”); and (ii) CH CAPITAL LENDING, LLC, a Delaware limited liability company, in its role as Administrative Agent/Collateral Agent (in such capacity, “Administrative Agent/Collateral Agent”) for (a) CH Capital Lending, LLC, a Delaware limited liability company (“CH Capital Lending”), (b) IRG, LLC, a Nevada limited liability company (“IRG, LLC”), (c) JKP Financial, LLC, a Delaware limited liability company (“JKP Financial”), and (d) Midwest Lender Fund, LLC, a Delaware limited liability company (“Midwest Lender Fund”; CH Capital Lending, IRG, LLC, JKP Financial, and Midwest Lender Fund are referred to herein, collectively, as the “Secured Parties”).

RECITALS:

A. Grantors and Administrative Agent/Collateral Agent are the current parties to that certain Pledge and Security Agreement, dated as of December 1, 2020, as affected and amended by (i) that certain Joinder Agreement to Pledge and Security Agreement dated as of February 17, 2021, (ii) that certain First Amendment to Pledge and Security Agreement dated as of December 15, 2021, (iii) that certain Joinder Agreement to Pledge and Security Agreement dated as of March 1, 2022, (iv) that certain Second Amendment to Pledge and Security Agreement dated as of July 31, 2022 (the “Second Amendment”), (v) that certain Third Amendment to Pledge and Security Agreement dated as of November 7, 2022, (vi) that certain Fourth Amendment and Spreader to Pledge and Security Agreement dated effective as of November 7, 2022, and (vii) that certain Fifth Amendment and Spreader to Pledge and Security Agreement dated effective as of December 8, 2023 (as so affected and amended, the “Existing Security Agreement”). The Existing Security Agreement, as amended by this Amendment and as it may further be amended, restated, amended and restated, supplemented, refinanced, renewed, replaced, extended or otherwise modified from time to time, is referred to herein as the “Security Agreement.”

B.   Reference is further made to the following agreements and instruments (collectively, amended, restated, amended and restated, supplemented, refinanced, renewed, replaced, extended or otherwise modified from time to time, the “Secured Instruments”):

(i) That certain Term Loan Agreement (as amended, restated, supplemented, waived, or otherwise modified from time to time, including by an amendment dated effective as of the Effective Date, the “Term Loan Agreement”), dated as of December 1, 2020, among the entities identified therein as co-borrowers, and Aquarian Credit Funding LLC, as lead arranger, administrative agent, collateral agent and representative of the lenders party thereto, as assigned to CH Capital Lending (in its capacity as Administrative Agent and in its capacity as Lender), on March 1, 2022, and all agreements, instruments, and promissory notes executed in connection with the Term Loan Agreement, including that certain Second Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, in the original principal amount of $8,786,700.61, as amended by that certain First Amendment to Second Amended and Restated Secured Cognovit Promissory Note, dated effective as of December 8; 2023 in the original principal amount of $14,139,153.54;

Sixth Amendment to Pledge and Security Agreement

(ii) That certain Joinder and First Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, in the original principal amount of $10,504,940.89, from Grantors to CH Capital Lending;

(iii) That certain Joinder and Second Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, in the original principal amount of $4,273,543.46, from Grantors to IRG, LLC;

(iv) That certain Joinder and Second Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, in the original principal amount of $4,273,543.46, from Grantors to JKP Financial;

(v)   That certain Secured Cognovit Promissory Note, dated effective as of November 7, 2022, in the original principal amount of $9,097,203.95, from Grantors to JKP Financial; and

(vi) That certain Secured Cognovit Promissory Note, dated effective as of November 7, 2022, in the original principal amount of $4,000,000.00, from Grantors to Midwest Lender Fund.

C.   Grantors and Administrative Agent/Collateral Agent (on its own behalf and on behalf of the Secured Parties) wish to amend the Existing Security Agreement, upon the terms and conditions set forth in this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors and Administrative Agent/Collateral Agent hereby agree as follows:

1. Recitals; Definitions. The foregoing Recitals are hereby incorporated into this Amendment as if set forth in full herein. Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings herein as ascribed to such terms in the Security Agreement.

2. Youth Fields Article 9 Collateral. The Section 3.01(a-1) of the Existing Security Agreement, as previously amended and restated in the Second Amendment, is hereby deleted in its entirely and substituted with the following: “Intentionally Deleted.”

3. Miscellaneous.

(a) Except as expressly modified by this Amendment, the terms and provisions of the Security Agreement are hereby ratified and confirmed and shall continue in full force and effect. The Security Agreement shall continue to be legal, valid, binding and enforceable, in accordance with its terms, on all of the Grantors and Administrative Agent/Collateral Agent. Not in limitation of the foregoing, but for the sake of clarity, HOFREC and HOF Newco shall remain fully bound by the terms and provisions of the Security Agreement without diminishment or interruption, and any and all Collateral shall remain subject to the terms and provisions of the Security Agreement except as expressly modified by this Amendment.

(b) The provisions of this Amendment are independent of and separable from each other. If any provision hereof shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision hereof, but this Amendment shall be construed as if such invalid or unenforceable provision had never been contained herein.

(c) This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment.

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Sixth Amendment to Pledge and Security Agreement

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment effective as of the Effective Date first written above.

Sixth Amendment to Pledge and Security Agreement

Administrative Agent/Collateral Agent:

CH CAPITAL LENDING, LLC,
a Delaware limited liability company,
as Administrative Agent/Collateral Agent

Agreed and accepted by cross-collateralized lenders:

IRG, LLC,
a Nevada limited liability company

JKP FINANCIAL, LLC,
a Delaware limited liability company

MIDWEST LENDER FUND, LLC,
a Delaware limited liability company

Sixth Amendment to Pledge and Security Agreement