Second Amendment to Business Loan Agreement, dated June 25, 2024, between HOF Village Hotel II, LLC, as borrower, and NewMarket Project, Inc., as lender

Exhibit 10.3

SECOND AMENDMENT TO

BUSINESS LOAN AGREEMENT

Effective Date of Business Loan Agreement: December 30, 2019

Effective Date of Second Amendment to Business Loan Agreement: June 25, 2024

THIS SECOND AMENDMENT TO BUSINESS LOAN AGREEMENT, dated as of June 25, 2024 (sometimes herein referred to as the “Second Amendment”), is made and executed between HOF VILLAGE HOTEL II, LLC, a Delaware limited liability company (“Borrower”), and NEWMARKET PROJECT, INC. (“Lender”) in order to amend and partially restate the Business Loan Agreement, dated December 30, 2019 (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 made a $3 million term loan to Borrower (“Original Term Loan”) on December 30, 2019, which is evidenced by the Business Loan Agreement, a certain Promissory Note dated as of December 30, 2019 (“Original Term Loan Note”) and other Loan Documents including but not limited to an Open-End Mortgage, Assignment of Rents, Security Agreement and Fixture Filing dated December 31, 2019, which was recorded on January 2, 2020 in the Stark County Recorder’s office as Instrument #202001020000105 (“Mortgage”); and

WHEREAS, Borrower and Lender entered into a First Omnibus Loan Modification Agreement dated June 8, 2020 (“First Amendment”), amending certain terms of the Business Loan Agreement; and

WHEREAS, Borrower has requested 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

WHEREAS, Lender has agreed 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 Amended and Restated Promissory Note (“Amended and Restated Note” and together with this Second Amendment referred to as “Loan Documents”) executed by Borrower in favor of Lender of even date herewith.

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:

(A) TERM LOAN: Commencing June 25, 2024 and continuing until December 31, 2026, interest shall accrue but not paid by Borrower absent an Event of Default. Commencing December 31, 2026, annual payments of principal and accrued interest shall not be made in the amounts set forth on the amortization schedule attached to the Amended and Restated Note with each annual payment to be due on December 31st of each year. Borrower’s final payment is due on June 30, 2044, which payment will be for all principal, accrued and unpaid interest, and all other amounts that may be due and owing to Lender under the Business Loan Agreement, the Amended and Restated Note and this Second Amendment.

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 the Loan Documents. A “substantial change in ownership” shall be defined as: (a) any change in ownership of more than fifty percent (50%) of the outstanding stock of the Borrower, (b) a new owner of more than fifty percent (50%) of the outstanding stock of Borrower, or (c) a merger, consolidation, or other reorganization of Borrower resulting in a change of more than fifty percent (50%) of the outstanding ownership and control of Borrower.

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 Documents, as evidenced by an affidavit signed by an officer of Lender setting forth the amount then due, reasonable attorneys’ fees plus costs of suit, and to release all errors, and waive all rights of appeal. If a copy of the Loan Documents, 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 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 SECOND AMENDMENT TO BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS SECONDAMENDMENT 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 SECOND 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:

HOF VILLAGE HOTEL II, LLC, a Delaware limited liability company

LENDER:

NEWMARKET PROJECT, INC.