Omnibus Extension of Debt Instruments, dated March 31, 2025 among Hall of Fame Resort & Entertainment Company, HOF Village Newco, LLC as borrowers and CH Capital Lending, LLC, IRG, LLC, and Midwest Lender Fund, LLC as lenders

Exhibit 10.9

OMNIBUS EXTENSION OF DEBT INSTRUMENTS

This OMNIBUS EXTENSION OF DEBT INSTRUMENTS (this “Agreement”) entered into effective as of March 31, 2025 (the “Effective Date”) is made by and among CH Capital Lending, LLC, a Delaware limited liability company (“CHCL”), in its capacity as a lender and as administrative agent for itself and the other lenders, IRG, LLC, a Nevada limited liability company (“IRG”), and Midwest Lender Fund, LLC, a Delaware limited liability company (“MLF” individually; IRG, CHCL and MLF are referred to collectively as “Lenders”), HALL OF FAME RESORT & ENTERTAINMENT COMPANY, a Delaware corporation, HOF Village NEWCO, LLC, a Delaware limited liability company, (each, a “Borrower” and, collectively, the “Borrowers”). Borrowers and Lender are sometimes hereinafter collectively referred to as the “Parties”.

PRELIMINARY STATEMENTS:

WHEREAS, one or more of the Borrowers are obligated for certain debts under the terms of the following secured instruments (collectively, the “Subject IRG Debt Instruments”):

(a) that certain Term Loan Agreement (as amended or modified from time to time), dated December 1, 2020, as assigned to CHCL in its capacity as “Administrative Agent” for itself and the other lenders, on March 1, 2022, and all agreements, instruments, and promissory notes executed in connection with such Term Loan Agreement, as subsequently amended;

(b)  that certain Secured Cognovit Promissory Note, effective as of November 7, 2022, by and among certain of the Borrowers, as makers, and JKP Financial, LLC, as holder, as modified by the Omnibus Release of Youth Fields Borrower from Certain Debt Instruments, dated as of January 11, 2024, by CH Capital Lending, LLC, IRG, LLC, JKP Financial, LLC, and/or Midwest Lender Fund, LLC, in favor of HOF Village Youth Fields, LLC, and the Omnibus Extension of Debt Instruments, dated April 7, 2024, which relates to that certain Secured Cognovit Promissory Note, dated as of June 19, 2020, made by certain of the Borrowers, as assigned by HOF Village, LLC to HOF Village Newco, LLC pursuant to that certain Contribution Agreement dated as of June 30, 2020, by and between HOF Village, LLC and HOF Village Newco, LLC, and as amended by that certain First Amendment to Secured Promissory Note, dated as of December 1, 2020 and the Joinder and Second Amendment to Secured Cognovit Promissory Note, dated as of March 1, 2022, among HOF Village Newco, LLC, and HOF Village Hotel II, LLC, Hall of Fame Resort & Entertainment Company, and JKP, which note was assigned by JKP to IRG Master Holdings, LLC, effective January 15, 2025, as subsequently assigned effective January 15, 2025 to CHCL;

(c) that certain Secured Cognovit Promissory Note, dated effective as of November 7, 2022, made by certain of the Borrowers, as modified by the Omnibus Release of Youth Fields Borrower from Certain Debt Instruments, dated as of January 11, 2024, by CHCL, IRG, JKP, and/or MLF, in favor of HOF Village Youth Fields, LLC, which was assigned by JKP Financial, LLC to IRG Master Holdings, LLC, effective January 15, 2025, as subsequently assigned effective January 15, 2025 to CHCL;

(d) that certain Second Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, from certain of the Borrowers and others to CHCL as subsequently amended;

(e) that certain Joinder and Second Amended and Restated Secured Cognovit Promissory Note, dated effective as of November 7, 2022, from certain of the Borrowers and others to IRG as may have been subsequently amended; and

(f) that certain Secured Cognovit Promissory Note, dated effective as of November 7, 2022, from certain of the Borrowers and others to MLF as may have been subsequently amended, which relates to that certain Cognovit Promissory Note, dated as of April 27, 2022, from certain of the Borrowers to MLF as may have been subsequently amended.

WHEREAS, Borrowers, Lenders and Administrative Agent desire to memorialize a maturity date extension of all Subject IRG Debt Instruments subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the Parties hereto hereby agree as follows:

SECTION 1. Extension of Maturity Date. Wherever in the Subject IRG Debt Instruments a maturity date is set forth, whether March 31, 2025 or otherwise, such maturity date shall be deleted and substituted in its place with September 30, 2025 such that the maturity date of each of the Subject IRG Debt Instruments shall be September 30, 2025 (the “Extended Maturity Date”).

SECTION 2. Extension Fee. As and for consideration for the exercise of the extension option and the implementation of the maturity date extension, Borrowers shall pay Lender a fee equal to one percent (1%) of the outstanding principal balance (including all accrued but unpaid interest) of each of the Subject IRG Debt Instruments as of March 31, 2025, such fee to be capitalized and added to the outstanding principal balance of each such Subject IRG Debt Instrument, payable on the Extended Maturity Date of each such Subject IRG Debt Instrument.

SECTION 3. Interest Continues to Accrue. All interest due on the Subject IRG Debt Instruments shall continue to accrue until the Extended Maturity Date at the rates set forth therein, and shall be due and payable in full on the Extended Maturity Date, subject to all of the other terms and conditions of the Subject IRG Debt Instruments.

SECTION 4. Representations and Warranties. This Agreement constitutes the legal, valid and binding obligations of the Parties, enforceable against the Parties in accordance with its terms, has been duly authorized by all requisite corporate, partnership or limited liability company and, if required, stockholder, partner or member action of each entity which is a party thereto, and (i) will not violate (A) any provision of law, statute, rule or regulation, or of any governing document of any party, (B) any order of any governmental authority or arbitrator or (C) any provision of any indenture, agreement or other instrument to which any party is a party or by which any of them or any of their property is or may be bound, including any contractual obligation, or (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such indenture, agreement or other instrument or any contractual obligation.

SECTION 5. Electronic Signatures. Transmission of a signature by facsimile or email or in .pdf format shall bind the signing party to the same degree as the delivery of a signed original or electronic signature. This Agreement may be executed by way of electronic signatures (including, but not limited to, by way of electronic signatures generated by “DocuSign,” “Adobe Sign” or similar programs or replacements thereto) and that neither this Agreement, nor any part or provision of this Agreement, shall be challenged or denied any legal effect, validity and/or enforceability solely on the grounds that it is in the form of an electronic record. To the extent deemed necessary or advisable, the Parties agree to execute and deliver such other documents and instruments evidencing the extension of the maturity date including, but not limited to, an amendment to mortgages of record.

SECTION 6. No Other Changes; Ratification. Except as specifically amended hereby, the terms, provisions and conditions of the Subject IRG Debt Instruments shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, provisions and conditions of the Subject IRG Debt Instruments are hereby ratified and confirmed in all respects.

SECTION 7. Counterparts. This Agreement may be executed in counterparts (and by different Parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract.

SECTION 8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Ohio without regard to any conflicts of law principles that would direct the application of the laws of any jurisdiction.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

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Omnibus Extension of Debt Instruments

Omnibus Extension of Debt Instruments