Amendment to Business Loan Agreement, dated May 20, 2024, between Hall of Fame Resort & Entertainment Company, as borrower, and Stark County Port Authority, as lender

Exhibit 10.1

AMENDMENT TO

BUSINESS LOAN AGREEMENT

($5,520,383.33 Term Loan)

Effective Date of Business Loan Agreement: August 31, 2022

Effective Date of Amendment to Business Loan Agreement: May 20, 2024

THIS AMENDMENT TO BUSINESS LOAN AGREEMENT, dated as of May 20, 2024 (sometimes herein referred to as the “Amendment”), is made and executed between HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation (“Borrower”), and the STARK COUNTY PORT AUTHORITY (“Lender”) in order to amend and partially restate the Business Loan Agreement, dated August 31, 2022 (referred to as the “Business Loan Agreement” and, together with this Amendment, as the same may be further amended or supplemented, the “Loan Agreement”).

RECITALS:

WHEREAS, Lender established a revolving loan fund program (the “Revolving Loan Fund”), under which amounts deposited, together with principal of and interest on loans made and repaid from time to time, may be loaned by Lender to eligible persons; and

WHEREAS, in order to fund the Revolving Loan Fund, Lender entered into that certain Funding Agreement with the Board of County Commissioners of Stark County, Ohio (the “Board”), and established a special fund (the “RLF Fund”) for the deposit of funds appropriated and provided by Lender and funds appropriated and provided by the Board all in order to make loans to eligible persons from the RLF Fund; and

WHEREAS, Borrower made a loan application with Lender requesting an unsecured loan (“Original Term Loan”) in the amount of $5,000,000 for purposes of the financing of or reimbursing Borrower for amounts advanced for infrastructure improvements necessary for and related to the development of Phase II of the Hall of Fame Village complex (“Phase II”)on those parcels of real property described in Exhibit A to the Business Loan Agreement (“Phase II Parcels”) and submitted for review by Lender due diligence materials and documentation supporting its request for the HOFRECO Loan, all of which will create or preserve jobs and employment opportunities within the territorial jurisdiction of the Board and the Lender; and

WHEREAS, Borrower has represented to Lender that the final costs of the infrastructure improvements necessary for and related to the development of the Phase II Parcels, as completed in and prior to 2023 (“Infrastructure Improvements”) include those costs set forth in Application and Certificate for Payment No. 19 for the period ending March 6, 2023 and relating to the Turner/AECOM Hunt (a Joint Venture) contract for a portion of the Infrastructure Improvements, a copy of which is on file with Lender and Borrower (“Final Turner- Hunt PayApp”), and Lender and Borrower have now determined that it is necessary and desirable to allocate the proceeds of the Original Term Loan to specific costs of the Infrastructure Improvements not otherwise financed or to be financed by Lender; and

WHEREAS, pursuant to Resolution 2022-13 adopted on August 15, 2022 by the Legislative Authority of Lender, Lender made the HOFRECO Loan to Borrower which is evidenced by the Business Loan Agreement as well as that certain promissory note dated as of August 31, 2022 (“Original Term Loan Note”) and other Loan Documents; and

WHEREAS, Borrower has requested a new or additional loan from the RLF Fund and, in connection therewith, certain amendments to the terms of the Original Term Loan, including but not limited to, an extension of the term thereof, certain revisions to the payment obligations relating to interest thereon, and an additional loan of $520,383.33 (“Additional Term Loan” and, together with the Original Term Loan, the “HOFRECO Loan” or “Term Loan”) to pay or reimburse additional costs of the Infrastructure Improvements; and

WHEREAS, costs of the Infrastructure Improvements include not less than $6,204,597.52 of direct costs, plus an allocable portion of other related contract costs related to “Site Electrical-Teledata Ductbanks” on the Phase II Parcels, as shown in the Final Turner-Hunt Pay/App, no portion of which has otherwise been financed by Lender, and Lender and Borrower have determined to allocate 100% of the proceeds of the HOFRECO Loan to pay or reimburse costs of the Site Electrical-Teledata Ductbanks included in the Infrastructure Improvements (the “Project”); and

WHEREAS, Lender has agreed to extend the Additional Term Loan to the Borrower and to amend the terms of the Original Term Loan to the extent set forth herein and Borrower has agreed to the terms and conditions set forth herein and in that certain promissory note executed by Borrower in favor of Lender of even date herewith (“the “Note” or Term Loan Note”), as provided for in this Amendment; and, in consideration of the execution and delivery of this Amendment and the Term Loan Note, Lender has agreed to cancel the Original Term Loan Note and deliver the same to Borrower.

AGREEMENT:

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lender and Borrower agree as follows:

SUBSTANTIAL CHANGE IN OWNERSHIP. In the event of a substantial change in ownership of Borrower, Lender may, at Lender’s option, declare immediately due and payable all sums owed by Borrower to Lender pursuant to this Business Loan Agreement, Term Loan Note and other Loan Documents. A “substantial change in ownership” shall be defined as: (a) any change in ownership of more than 50% of the outstanding stock of the Borrower, (b) a new owner of more than 50% of the outstanding stock of Borrower, or (c) a merger, consolidation, or other reorganization of Borrower resulting in a change of more than 50% of the outstanding ownership and control of Borrower.

COMPLETION DEFAULT. Borrower fails to complete all required infrastructure improvements necessary for Phase II on or before December 31, 2025.

COSTS AND EXPENSES. The Borrower affirms and acknowledges that it shall reimburse Lender for all of Lender’s costs and expenses in connection with the negotiation and documentation of this Amendment including, without limitation, legal fees and expenses of counsel, including general and special counsel) to Lender in connection with this Amendment.

CONFESSION OF JUDGMENT. Borrower hereby irrevocably authorizes and empowers any attorney-at-law, including an attorney hired by Lender, to appear in any court of record and to confess judgment against Borrower for the unpaid amount due and owing in connection with the Loan Agreement, the Note, and/or other Loan Documents, as evidenced by an affidavit signed by an officer of Lender setting forth the amount then due, attorneys’ fees plus costs of suit, and to release all errors, and waive all rights of appeal. If a copy of this Amendment, the Note, or other Loan Document, as may be applicable, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to file the original as a warrant of attorney. Borrower hereby waives the right to any injunction which would prevent Lender from taking judgment under the Loan Agreement, the Note and/or other Loan Documents by confession, and any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as Lender may elect until all amounts owing on the Loan Agreement, the Note and/or other Loan Documents have been paid in full. Borrower waives any conflict of interest that an attorney hired by Lender may have in acting on behalf of Borrower in confessing judgment against Borrower while such attorney is retained by Lender. Borrower expressly consents to such attorney acting for Borrower in confessing judgment.

BORROWER ACKNOWLEDGES THAT IS HAS CAREFULLY READ ALL THE PROVISIONS OF THIS AMENDMENT TO BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS AMENDMENT TO BUSINESS LOAN AGREEMENT IS ENTERED INTO AND DATED AS OF THE EFFECTIVE DATE FIRST ABOVE STATED. EXCEPT AS SUPERSEDED, AMENDED OR OTHERWISE MODIFIED HEREBY, THE TERMS AND PROVISIONS OF THE LOAN DOCUMENTS REMAIN UNCHANGED, ARE AND SHALL REMAIN IN FULL FORCE AND EFFECT UNLESS AND UNTIL MODIFIED OR AMENDED IN WRITING IN ACCORDANCE WITH THEIR TERMS, AND ARE HEREBY RATIFIED AND CONFIRMED. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THIS AMENDMENT SHALL NOT CONSTITUTE AN AMENDMENT, WAIVER, CONSENT OR RELEASE WITH RESPECT TO ANY PROVISION OF ANY LOAN DOCUMENT, A WAIVER OF ANY DEFAULT OR EVENT OF DEFAULT UNDER ANY LOAN DOCUMENT, OR A WAIVER OR RELEASE OF ANY OF LENDER’S RIGHTS AND REMEDIES (ALL OF WHICH ARE HEREBY RESERVED).

BORROWER EXPRESSLY RATIFIES AND CONFIRMS THE CONFESSION OF JUDGMENT AND WAIVER OF JURY TRIAL OR ARBITRATION PROVISIONS CONTAINED IN THE BUSINESS LOAN AGREEMENT AND OTHER LOAN DOCUMENTS, ALL OF WHICH ARE INCORPORATED HEREIN BY REFERENCE.

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BORROWER:

Hall of Fame Resort & Entertainment Company

CERTIFICATE

The undersigned officers of the Stark County Port Authority (the “Lender” in the above Amendment), hereby certify that the money, if any, required to meet the obligations of Lender during the year 2024 under the foregoing Agreement have been lawfully appropriated by the Board of Directors of Lender for such purposes and are in the treasury of Lender or in the process of collection to the credit of an appropriate fund, free from any previous encumbrances. This Certificate is given in compliance with Sections 5705.41 and 5705.44, Ohio Revised Code.

Date: May 20, 2024

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