X0407 4 2022-11-07 0 0001708176 Hall of Fame Resort & Entertainment Co HOFV 0001685448 Lichter Stuart 11111 SANTA MONICA BOULEVARD SUITE 800 LOS ANGELES CA 90025 1 0 1 0 0 Common Stock 2022-12-22 4 A 0 48514 A 751168 I By CH Capital Lending, LLC Common Stock 2022-12-22 4 A 0 10268 A 15949 I By IRG, LLC Common Stock 683083 I By HOF Village, LLC Common Stock 5681 I By Midwest Lender Fund, LLC Common Stock 9090 D Convertible Bridge Note 12.77 2022-11-07 4 A 0 10504940.89 A 2023-03-17 2024-03-31 Common Stock 822626 10504940.89 I By CH Capital Lending, LLC Convertible Promissory Note 33.01 2022-11-07 4 D 0 4273543.46 D 2022-03-01 2024-03-31 Common Stock 129462 4273543.46 I By IRG LLC Convertible Promissory Note 12.77 2022-11-07 4 A 0 4273543.46 A 2023-03-17 2024-03-31 Common Stock 334654 4273543.46 I By IRG LLC Convertible Term Loan 33.01 2022-11-07 4 D 0 8786700.61 D 2022-03-01 2024-03-31 Common Stock 266182 8786700.61 I By CH Capital Lending, LLC Convertible Term Loan 12.77 2022-11-07 4 A 0 8786700.61 A 2023-03-17 2024-03-31 Common Stock 688073 8786700.61 I By CH Capital Lending, LLC Series E Warrant 33.01 2022-11-07 4 D 0 500000 D 2023-03-01 2027-03-01 Common Stock 22709 500000 I By IRG LLC Series E Warrant 12.77 2022-11-07 4 A 0 500000 A 2023-04-18 2029-03-01 Common Stock 22709 500000 I By IRG LLC Series E Warrant 33.01 2022-11-07 4 D 0 1000000 D 2023-03-01 2027-03-01 Common Stock 45419 1000000 I By CH Capital Lending, LLC Series E Warrant 12.77 2022-11-07 4 A 0 1000000 A 2023-04-18 2029-03-01 Common Stock 45419 1000000 I By CH Capital Lending, LLC Series D Warrant 151.86 2022-11-07 4 D 0 2450980 D 2021-12-04 2027-03-01 Common Stock 111321 2450980 I By CH Capital Lending, LLC Series D Warrant 12.77 2022-11-07 4 A 0 2450980 A 2023-04-18 2029-03-01 Common Stock 111321 2450980 I By CH Capital Lending, LLC Series C Warrant 30.81 2022-11-07 4 D 0 10036925 D 2021-06-29 2027-03-01 Common Stock 455867 10036925 I By CH Capital Lending, LLC Series C Warrant 12.77 2022-11-07 4 A 0 10036925 A 2023-04-18 2029-03-01 Common Stock 455867 10036925 I By CH Capital Lending, LLC Series A Warrant 253.11 2020-07-31 Common Stock 157085 2432500 I By HOF Village, LLC Series G Warrant 33.01 2023-06-08 2027-06-08 Common Stock 5677 125000 I By Midwest Lender Fund, LLC Convertible Notes due 2025 2020-07-01 2025-03-31 Common Stock 70546 10713444.00 I By CH Capital Lending, LLC Series C Preferred Stock 33.01 2022-03-28 Common Stock 454407 15000 I By CH Capital Lending, LLC Series B Warrant 30.81 2020-11-18 2025-11-18 Common Stock 4543 100000 D Effective December 27, 2022, Hall of Fame Resort & Entertainment Company completed a 1-for-22 reverse stock split (the "Reverse Stock Split") of its outstanding common stock, par value $0.0001 per share ("Common Stock"). The number of securities reported on this Form 4 and exercise prices and conversion prices have been adjusted to reflect the Reverse Stock Split, including for the transactions that occurred prior to the Reverse Stock Split on November 7, 2022 and December 22, 2022. Represents the issuance by the Company of Common Stock, as partial consideration under a letter agreement, dated November 7, 2022, between the Company and Industrial Realty Group, LLC ("IRG LLC") and agreements thereunder. Under Joinder and First Amended and Restated Secured Cognovit Promissory Note (the "Bridge Note"), the Bridge Note was made convertible into shares of Common Stock. The two reported transactions involved amendment of the convertible promissory note, resulting in the cancellation of the "old" convertible promissory note and the issuance of a replacement convertible promissory note. The principal amount of the Convertible Term Loan increased to $8,786,700.61, effective November 7, 2022. The two reported transactions involved amendment of the convertible term loan, resulting in the cancellation of the "old" convertible term loan and the issuance of a replacement convertible term loan. The two reported transactions involved amendment of an outstanding Series E warrant, resulting in the cancellation of the "old" Series E warrant and the issuance of a replacement Series E warrant. The two reported transactions involved amendment of an outstanding Series E warrant, resulting in the cancellation of the "old" Series E warrant and the issuance of a replacement Series E warrant. The two reported transactions involved amendment of an outstanding Series D warrant, resulting in the cancellation of the "old" Series D warrant and the issuance of a replacement Series D warrant. The two reported transactions involved amendment of an outstanding Series C warrant, resulting in the cancellation of the "old" Series C warrant and the issuance of a replacement Series C warrant. The warrants expire on the earlier to occur of July 1, 2025 or upon the redemption date in the event that the Company shall fix a date for the redemption of the warrants in accordance with the warrant terms. Reflects the principal amount held by the reporting person as of April 13, 2023. Interest is payable quarterly in either cash or an increase in the principal amount of the Convertible Notes due 2025 at the discretion of the Company. The Company has been paying interest by increasing the principal. The original principal amount was $9 million. The conversion rate is 6.5849 shares of Common Stock per $1,000 principal amount of Convertible Notes due 2025. Dividends are payable on Series C Preferred Stock at 7% per annum, of which 4% is payable in cash quarterly and 3% is payable at the election of the holder in either cash or shares of Common Stock upon conversion. The Series C Preferred Stock is perpetual and therefore has no expiration date. Tara Charnes, Attorney-in-Fact 2023-04-25