VIA ELECTRONIC MAIL

September 16, 2025

Hall of Fame Resort and Entertainment Company

2014 Champions Gateway, Suite 100

Canton, Ohio  44706

Tim Kelly

Re:  Extension of Termination Date

Dear Karl and Tim:

Reference is made to our correspondence to the Company dated September 5, 2025, referencing “Notice of Termination of Merger Agreement” (the “Termination Notice”).  Terms used herein with an initial capital letter and not otherwise defined are used as defined in the Termination Notice.

Extension of Termination Date

In consideration of the agreements set forth in that certain Amendment No. 10 to the Note & Security Agreement of even date herewith, by and among the Company, Newco, HOF Village Retail I, LLC, HOF Village Retail II, LLC, and the Bridge Lender, the Termination Date is extended to September 30, 2025, and Parent agrees to forbear from exercising its rights and remedies under the Merger Agreement  absent any earlier default by the Company of any of its obligations under and pursuant to the Merger Agreement other than the obligations arising under Section 7.2(g) of the Merger Agreement.

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