LICHTER STUART

Filed: 4/3/2025ACC: 0001708176-25-000005

InsiderLICHTER STUARTCIK 1685448

→

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 II

Indirect

J · J

Converts to

Common Stock

933.43K shares

+N/A

Strike price

12.77

Held after

N/A

Exercisable

—

3/31/2025

Convertible Promissory Note

Indirect

J · J

Converts to

Common Stock

438.51K shares

+N/A

Strike price

12.77

Held after

N/A

Exercisable

—

3/31/2025

Backup Convertible Promissory Note

Indirect

J · J

Converts to

Common Stock

410.44K shares

+N/A

Strike price

12.77

Held after

N/A

Exercisable

—

3/31/2025

2020 Convertible Term Loan

Indirect

J · J

Converts to

Common Stock

4.68M shares

+N/A

Strike price

3.64

Held after

N/A

Exercisable

—

3/31/2025

Convertible Bridge Note

Indirect

J · J

Converts to

Common Stock

1.08M shares

+N/A

Strike price

12.77

Held after

N/A

Exercisable

—

3/31/2025

Convertible Promissory Note

Indirect

J · J

Converts to

Common Stock

438.51K shares

+N/A

Strike price

12.77

Held after

N/A

Exercisable

—

3/31/2025

Convertible Notes Due 2025

Indirect

J · J

Converts to

Common Stock

94.78K shares

+N/A

Strike price

Held after

14.39M

Exercisable

—

3/31/2025

Security	Converts To	Date	Type	Shares	Strike Price	Exercisable	Held After
Backup Convertible Promissory Note II Indirect	Common Stock933.43K shares	3/31/2025	J · J	+N/A	12.77	—	N/A
Convertible Promissory Note Indirect	Common Stock438.51K shares	3/31/2025	J · J	+N/A	12.77	—	N/A
Backup Convertible Promissory Note Indirect	Common Stock410.44K shares	3/31/2025	J · J	+N/A	12.77	—	N/A
2020 Convertible Term Loan Indirect	Common Stock4.68M shares	3/31/2025	J · J	+N/A	3.64	—	N/A
Convertible Bridge Note Indirect	Common Stock1.08M shares	3/31/2025	J · J	+N/A	12.77	—	N/A
Convertible Promissory Note Indirect	Common Stock438.51K shares	3/31/2025	J · J	+N/A	12.77	—	N/A
Convertible Notes Due 2025 Indirect	Common Stock94.78K shares	3/31/2025	J · J	+N/A		—	14.39M

Non-Derivative Holdings (Post-Transaction)5

Common Stock

Indirect

Shares owned751.17K

Common Stock

Indirect

Shares owned15.95K

Common Stock

Indirect

Shares owned683.08K

Common Stock

Direct

Shares owned9.09K

Common Stock

Indirect

Shares owned5.68K

Total

9.09K direct·1.46M indirect1.46M

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

Derivative Holdings (Post-Transaction)9

Series G Warrant

Indirect

Underlying security

Common Stock

Underlying shares

5.68K

Shares owned

125K

Exercise price

12.77

Expiration

—

Exercise window

—

Series E Warrant

Indirect

Underlying security

Common Stock

Underlying shares

22.71K

Shares owned

500K

Exercise price

12.77

Expiration

—

Exercise window

—

2022 Convertible Term Loan

Indirect

Underlying security

Common Stock

Underlying shares

3.28M

Shares owned

N/A

Exercise price

3.64

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 C Preferred

Indirect

Underlying security

Common Stock

Underlying shares

454.41K

Shares owned

15K

Exercise price

33.01

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

—

Series B Warrant

Direct

Underlying security

Common Stock

Underlying shares

4.54K

Shares owned

100K

Exercise price

30.81

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

—

Series D Warrant

Indirect

Underlying security

Common Stock

Underlying shares

111.32K

Shares owned

2.45M

Exercise price

12.77

Expiration

—

Exercise window

—

Total

Underlying

4.53M

Owned

16.66M

Security	Underlying	Exercise Price	Exercise Window	Expiration	Underlying Shares	Shares Owned
Series G Warrant Indirect	Common Stock	12.77	—	—	5.68K	125K
Series E Warrant Indirect	Common Stock	12.77	—	—	22.71K	500K
2022 Convertible Term Loan Indirect	Common Stock	3.64	—	—	3.28M	N/A
Series E Warrant Indirect	Common Stock	12.77	—	—	45.42K	1M
Series C Preferred Indirect	Common Stock	33.01	—	—	454.41K	15K
Series C Warrant Indirect	Common Stock	12.77	—	—	455.87K	10.04M
Series B Warrant Direct	Common Stock	30.81	—	—	4.54K	100K
Series A Warrant Indirect	Common Stock	253.11	—	—	157.09K	2.43M
Series D Warrant Indirect	Common Stock	12.77	—	—	111.32K	2.45M
Total					4.53M	16.66M