LICHTER STUART

Filed: 4/29/2024ACC: 0001209191-24-005406

InsiderLICHTER STUARTCIK 1685448

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IssuerHALL OF FAME RESORT & ENTERTAINMENT COCIK 1708176

Director

Since Jul 2020

0.00

Net shares

Net seller

$0.00

Total acquired

Open market trades

0B · 0S

Total transactions

Non-Derivative Transactions0

No non-derivative transactions reported

Derivative Transactions7

Backup Convertible Promissory Note

Indirect

P · Purchase

Converts to

Common Stock

313.23K shares

+N/A

Strike price

12.77

Held after

N/A

Exercisable

—

6/7/2023

2020 Convertible Term Loan

Indirect

H · H

Converts to

Common Stock

747K shares

−N/A

Strike price

12.77

Held after

0.00

Exercisable

—

11/30/2023

2020 Convertible Term Loan

Indirect

P · Purchase

Converts to

Common Stock

3.88M shares

+N/A

Strike price

3.64

Held after

N/A

Exercisable

—

11/30/2023

2022 Convertible Term Loan

Indirect

P · Purchase

Converts to

Common Stock

2.75M shares

+N/A

Strike price

3.64

Held after

N/A

Exercisable

—

12/8/2023

2020 Convertible Term Loan

Indirect

P · Purchase

Converts to

Common Stock

604.39K shares

+N/A

Strike price

3.64

Held after

N/A

Exercisable

—

1/17/2024

2020 Convertible Term Loan

Indirect

P · Purchase

Converts to

Common Stock

219.78K shares

+N/A

Strike price

3.64

Held after

N/A

Exercisable

—

2/1/2024

2020 Convertible Term Loan

Indirect

P · Purchase

Converts to

Common Stock

199.62K shares

+N/A

Strike price

3.64

Held after

N/A

Exercisable

—

2/28/2024

Security	Converts To	Date	Type	Shares	Strike Price	Exercisable	Held After
Backup Convertible Promissory Note Indirect	Common Stock313.23K shares	6/7/2023	P · Purchase	+N/A	12.77	—	N/A
2020 Convertible Term Loan Indirect	Common Stock747K shares	11/30/2023	H · H	−N/A	12.77	—	0.00
2020 Convertible Term Loan Indirect	Common Stock3.88M shares	11/30/2023	P · Purchase	+N/A	3.64	—	N/A
2022 Convertible Term Loan Indirect	Common Stock2.75M shares	12/8/2023	P · Purchase	+N/A	3.64	—	N/A
2020 Convertible Term Loan Indirect	Common Stock604.39K shares	1/17/2024	P · Purchase	+N/A	3.64	—	N/A
2020 Convertible Term Loan Indirect	Common Stock219.78K shares	2/1/2024	P · Purchase	+N/A	3.64	—	N/A
2020 Convertible Term Loan Indirect	Common Stock199.62K shares	2/28/2024	P · Purchase	+N/A	3.64	—	N/A

Non-Derivative Holdings (Post-Transaction)5

Common Stock

Indirect

Shares owned751.17K

Common Stock

Direct

Shares owned9.09K

Common Stock

Indirect

Shares owned5.68K

Common Stock

Indirect

Shares owned683.08K

Common Stock

Indirect

Shares owned15.95K

Total

9.09K direct·1.46M indirect1.46M

Security Title	Shares Owned	Ownership Type
Common Stock	751.17K	Indirect
Common Stock	9.09K	Direct
Common Stock	5.68K	Indirect
Common Stock	683.08K	Indirect
Common Stock	15.95K	Indirect
Total	1.46M	9.09K direct·1.46M indirect

Derivative Holdings (Post-Transaction)11

Series E Warrant

Indirect

Underlying security

Common Stock

Underlying shares

22.71K

Shares owned

500K

Exercise price

12.77

Expiration

—

Exercise window

—

Series G Warrant

Indirect

Underlying security

Common Stock

Underlying shares

5.68K

Shares owned

125K

Exercise price

12.77

Expiration

—

Exercise window

—

Convertible Notes due 2025

Indirect

Underlying security

Common Stock

Underlying shares

85.83K

Shares owned

N/A

Exercise price

Expiration

—

Exercise window

—

Series E Warrant

Indirect

Underlying security

Common Stock

Underlying shares

45.42K

Shares owned

Exercise price

12.77

Expiration

—

Exercise window

—

Series D Warrant

Indirect

Underlying security

Common Stock

Underlying shares

111.32K

Shares owned

2.45M

Exercise price

12.77

Expiration

—

Exercise window

—

Series C Preferred Stock

Indirect

Underlying security

Common Stock

Underlying shares

454.41K

Shares owned

15K

Exercise price

33.01

Expiration

—

Exercise window

—

Series A Warrant

Indirect

Underlying security

Common Stock

Underlying shares

157.09K

Shares owned

2.43M

Exercise price

253.11

Expiration

—

Exercise window

—

Convertible Promissory Note

Indirect

Underlying security

Common Stock

Underlying shares

382.74K

Shares owned

N/A

Exercise price

12.77

Expiration

—

Exercise window

—

Series B Warrant

Direct

Underlying security

Common Stock

Underlying shares

4.54K

Shares owned

100K

Exercise price

30.81

Expiration

—

Exercise window

—

Convertible Bridge Note

Indirect

Underlying security

Common Stock

Underlying shares

940.16K

Shares owned

N/A

Exercise price

12.77

Expiration

—

Exercise window

—

Series C Warrant

Indirect

Underlying security

Common Stock

Underlying shares

455.87K

Shares owned

10.04M

Exercise price

12.77

Expiration

—

Exercise window

—

Total

Underlying

2.67M

Owned

16.66M

Security	Underlying	Exercise Price	Exercise Window	Expiration	Underlying Shares	Shares Owned
Series E Warrant Indirect	Common Stock	12.77	—	—	22.71K	500K
Series G Warrant Indirect	Common Stock	12.77	—	—	5.68K	125K
Convertible Notes due 2025 Indirect	Common Stock		—	—	85.83K	N/A
Series E Warrant Indirect	Common Stock	12.77	—	—	45.42K	1M
Series D Warrant Indirect	Common Stock	12.77	—	—	111.32K	2.45M
Series C Preferred Stock Indirect	Common Stock	33.01	—	—	454.41K	15K
Series A Warrant Indirect	Common Stock	253.11	—	—	157.09K	2.43M
Convertible Promissory Note Indirect	Common Stock	12.77	—	—	382.74K	N/A
Series B Warrant Direct	Common Stock	30.81	—	—	4.54K	100K
Convertible Bridge Note Indirect	Common Stock	12.77	—	—	940.16K	N/A
Series C Warrant Indirect	Common Stock	12.77	—	—	455.87K	10.04M
Total					2.67M	16.66M