On May 20, 2024, the Hall of Fame Resort & Entertainment Company, entered into an Amendment to Business Loan Agreement with the Stark County Port Authority, a body corporate and politic and a port authority duly organized and validly existing under the law of the State of Ohio. Pursuant to the Amendment, which modifies the original instrument dated August 31, 2022, the parties agreed: (i) to modify the original maturity date from August 30, 2029 to June 30, 2044; (ii) Lender will provide additional funds to Borrower totaling $520,383.33; (iii) the original principal balance will be increased from $5,000,000 to $5,520,383.33; and (iv) Borrower shall repay as follows (a) interest will be capitalized and compounded annually for two years, from May 20, 2024 through May 20, 2026, (b) quarterly interest only payments for five years, from June 30, 2026 through June 30, 2031, with subsequent interest payments due the last day of each March, June, September and December, (c) quarterly principal and interest payments until the maturity date when all other amounts due and owing to Lender are due. In addition, in the event of a substantial change in ownership, defined as more than 50% of the outstanding ownership and control of the Borrower, the Lender may, at its option, declare an Event of Default and declare all sums owed to Lender immediately due and payable.

The Amendment contains customary affirmative and negative covenants for this type of loan, including without limitation, affirmative covenants, negative covenants and default provisions. Borrower agreed to reimburse Lender for all costs and expenses including, without limitation, legal fees and expenses of counsel.