Letter to Shareholders
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March 19, 2025

Dear HOFV Shareholders,

By now you would have seen our recent Form 8-K filing, and the notice of my resignation earlier this week. Over the last few years, I have watched our company grow and our team do incredible things. We’ve built new assets, we’ve continued to deliver excellent guest experiences, and we’ve created great new programming in all of our business verticals.

We, the team and I, have worked to ensure there was continued value being built within our company. As a result of the past efforts, we have been approached with a “take private” proposal that was presented to us last year. I understand that some shareholders do not believe that going private is the best way to solve the challenges we have faced and continue to face even today. I will tell you it is the only option to preserve some value for those that traded our stock, and those that care about the viability of the company longer term. Further selling of stock to raise additional capital would only dilute shareholders even more, and without this new capital existing shareholders will lose the opportunity to realize any value from the purchase of HOFV stock. Privatization should allow for investment in the operation of the company and the completion of Phase II assets (waterpark and on-site hotel). This option was made possible by HOFV demonstrating how the strategy we communicated worked and can continue to deliver with the right economic support.

With that being said, the external factors we’ve dealt with as a small publicly traded company have been significant, as they’ve been for other businesses as well. Our public filings have always been very clear about our risks in starting a new company, being built during very strong headwinds with macro-economic difficulties, pandemics, wars, and other significant events that have created challenges that we continued to overcome. Many companies larger than HOFV have not survived, but as of today we have. Understanding this is hard for some to believe that privatization is the best option, I encourage you to look at those companies that simply declared bankruptcy over the last few years and left shareholders with nothing. While the share price has continued to decline, we’ve still maintained the ability for our shareholders to freely trade our stock and do what is best for them. For those that have lost money in the stock market, it is painful, but the reality is there is no guarantee of profit when investing in any company.

There is no other option, and we’ve been very clear in our public communication that without new capital we would likely not be able to continue operations. I strongly encourage you to vote for this “privatization” when the shareholders are presented with an option for doing same. There will be further communication on this front as we work towards merger completed, but please know the HOFV team explored every option available to us to build and grow our business, but this was by far the only choice we could make.

Furthermore, HOFV has been a special development for Stark County, and Canton Ohio. While many do not fully understand the economic impact of the company to date, it’s worth reviewing for clarity. The company has built over $400M of assets in this part of Ohio. It has employed a few hundred people – creating new jobs, payroll taxes for the city, and additional spending for the community. HOFV has built a significant events business which has driven massive new visitation to this region. These visitors have spent tens of millions on hotel stays, food & beverage, shopping, etc. I’m simply amazed when you look at the impact it has had on the community. I often hear, the city and the county have given too much to the Village project. However, many are unaware that the Company has invested millions into the school system, the park system, the NFL caliber stadium it has created for the Canton McKinley Bulldogs to play in and host the Ohio State High School Football Championships in, among many other large-scale sport and non-sporting events. It’s disappointing to consistently hear the negativity, when the team at HOFV has worked tirelessly to build assets and programming that have had both a positive economic impact, as well as allowed for an elevation in profile for our community by way of events that have been nationally and regionally televised for the last three years.

As for my resignation, I will continue to help support the close of the merger and transition to new leadership. I’ve been proud of the team and the work they’ve done to not only have a positive impact on the community, but to execute against the game plan in the worst of conditions. Excuses are what people give in lieu of the truth. What we’ve said over the years is we are trying to build something special, create sports and entertainment options for our guests to enjoy, and we’ve done that. The reality is the last four years have been unlike any the world has ever faced all at the same time, and many businesses big and small have not weathered the storm. We have, and we have an option to continue to build the dream into a reality for everyone who has truly invested into the success of the company versus those that have simply been angered by the stock price. We have built something we believe has, and will have a lasting impact on those that have experienced the product we’ve delivered. The proposed merger allows for that to be continued and actually grow to an even larger scale with new investment into the strategy.

I want to thank those individuals that have helped HOFV over the years. There have been many that without their support, their vision, and their leadership, the company would not have continued to exist and grow. The team at HOFV is very proud of what they continue to do, and I am proud of them. We have not only survived, but we have grown and had an amazing impact on the community we live in. I remain dedicated to ensuring a positive future for the company is realized and will continue to offer my support and leadership in doing same for as long as I’m able to do so. I also hope for great new leadership to take the next step in the evolution of the company and in completing an amazing destination in Canton, Ohio.

Michael Crawford


About Hall of Fame Resort & Entertainment Company
Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV, HOFVW) is a resort and entertainment company leveraging the power and popularity of professional football and its legendary players in partnership with the Pro Football Hall of Fame. Headquartered in Canton, Ohio, the Hall of Fame Resort & Entertainment Company is the owner of the Hall of Fame Village a multi-use sports, entertainment and media destination centered around the Pro Football Hall of Fame's campus. Additional information on the Company can be found at www.HOFREco.com

Forward-Looking Statements
Certain statements made herein are "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words and phrases such as "plan," "opportunity," "future," "will," "goal," "enable," "pipeline," "transition," "move forward," "towards," "build out," "coming" , "commitment" and "look forward" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside the Company's control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors that may affect actual results or outcomes include, among others, the Company's ability to manage growth; the Company's ability to execute its business plan and meet its projections, including obtaining financing to construct planned facilities and for working capital; litigation involving the Company; changes in applicable laws or regulations; general economic and market conditions impacting demand for the Company's products and services, and in particular economic and market conditions in the resort and entertainment industry; increased inflation; the inability to maintain the listing of the Company's shares on Nasdaq; and those risks and uncertainties discussed from time to time in our reports and other public filings with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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