Hall of Fame Resort & Entertainment (HOFV) Proxy Filing summary

Executive summary

• Entered into a Tenth Amendment to the Note and Security Agreement, increasing the facility amount from $15M to $17M and modifying terms related to affiliated debt and collateral transfer upon default.

• Special meeting convened to vote on a merger proposal, executive compensation related to the merger, and potential adjournment to solicit more proxies.

• Merger Agreement termination date extended to September 30, 2025, with forbearance on enforcement actions absent further default.

• Failure to resolve defaults under the Merger Agreement may result in insolvency and inability to continue as a going concern.

Voting matters and shareholder proposals

• Stockholders voted on the Merger Proposal, Compensation Proposal (advisory vote on executive compensation in connection with the merger), and Adjournment Proposal.

• Compensation Proposal and Adjournment Proposal were approved; the meeting was adjourned to September 24, 2025, to solicit additional proxies for the Merger Proposal.

Board of directors and corporate governance

• Board authorized management to prepare and execute agreements for collateral transfer to the lender upon default, including deed in lieu of foreclosure.

• Board directed management to take all necessary actions to effectuate collateral transfer if default occurs.