Item 1.01 Conclusion of a Material Definitive Agreement.

At 23 November 2021, Hall of Fame Resort & Entertainment Company (the “Company”), and Industrial Real Estate Group, LLC, a Nevada limited liability company controlled by the director of the company Stuart lichter (“IRG”), entered into a promissory note (the “Note”) pursuant to which IRG granted a loan to the Company in the aggregate amount of $ 8,500,000 (the “Loan Amount”). Interest will accrue on the outstanding balance of the Note at the rate of 8% per annum, compounded monthly. The Company will pay interest to IRG under the Note on the first day of each month, in arrears. The note has a maturity date of June 30, 2022 (the due date “). The Company may prepay all or part of the Note at any time prior to the Maturity Date without penalty or premium.

The Note contains the usual terms regarding Events of Default, which include defaults on payment and the breach of any non-monetary obligation of the Note. In the event of default, IRG may, at its option, declare the Security immediately due and payable. The Company paid a origination fee of 0.25% of the loan amount to IRG under the note. If the loan evidenced by the Title is not repaid in full by December 31, 2021, the Company will pay IRG a commission equal to 0.25% of the total then unpaid amount due under the Note no earlier than the earliest of (i) the due date and (ii) the date on which the loan evidenced by the ticket is refunded in full. The ticket contains some usual conditions regarding payment of IRG expenses and IRG compensation.

IRG’s rights under the Note are subordinate in right of payment to all obligations owed by the Company under its term loan agreement, dated
December 1, 2020, as amended, with Aquarius Credit Financing, LLC (the “Term Loan Agreement”). The loan evidenced by the Note will remain unsecured until the loan evidenced by the Term Loan Agreement is repaid in full. In connection with the repayment by the Company of the Term Loan Agreement, each of the direct and indirect subsidiaries of the Company (with certain exceptions) will execute and deliver to IRG a mortgage as security for the loan evidenced by the Note.

The foregoing description of the note is not complete and is qualified in its entirety by reference to the full text of the note, a copy of which is attached as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set out in section 10.1 is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits

Exhibit No.                                   Document
10.1            Promissory Note, date November 23, 2021, issued by Hall of Fame Resort
              & Entertainment Company to Industrial Realty Group, LLC
104           Cover Page Interactive Data File (embedded within the Inline XBRL


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