Amended Statement of Beneficial Ownership (sc 13d/a)
January 05 2021 - 5:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Hall
of Fame Resort & Entertainment Company
(Name
of Issuer)
Common
Stock, $0.0001 par value
(Title
of Class of Securities)
40619L102
(CUSIP
Number)
Dean
Sussman, Esq.
Fainsbert
Mase Brown & Sussman, LLP
11111
Santa Monica Boulevard, Suite 810
Los
Angeles, California 90025
Phone:
(310) 473-6400
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December
29, 2020
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 40619L102
|
|
Page 2 of 12 Pages
|
1
|
NAME OF REPORTING PERSON
IRG Canton Village Manager, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
18,485,230 shares
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
18,485,230 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,485,230 shares
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☒
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0% (1)
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
For purposes of this Amendment No. 1, the percentage
reported is based on the following:
|
|
●
|
The numerator consists of a total of 18,485,230 shares
of the Issuer’s Common Stock, representing (a) HOFV’s beneficial ownership of 15,027,837 shares of the Issuer’s
Common Stock, plus (b) 3,457,393 shares of the Issuer’s Common Stock issuable to HOFV if HOFV exercises the HOFV Warrants
(defined in Item 3 of the Original Schedule 13D).
|
|
●
|
The denominator consists of a total of 68,431,268 shares
of the Issuer’s Common Stock, representing (i) 64,091,266 shares of the Issuer’s Common Stock outstanding immediately
following the closing of the Private Placement (defined in Item 3 of this Amendment No. 1), as reported in the Form 8-K filed
by the Issuer with the Securities and Exchange Commission (“SEC”) on December 30, 2020, plus (ii) 3,457,393
shares of the Issuer’s Common Stock issuable to HOFV if HOFV exercises the HOFV Warrants, plus (iii) 782,609 shares of the
Issuer’s Common Stock issuable to CH Capital Lending if CH Capital Lending exercises its conversion option under the CH
Capital Convertible Note (defined in Item 3 of the Original Schedule 13D), plus (iv) 100,000 shares of the Issuer’s Common
Stock issuable to Stuart Lichter if he exercises the Lichter New Warrants (defined in Item 3 of this Amendment No. 1).
|
|
●
|
“CH Capital Lending” means CH Capital
Lending, LLC, a Delaware limited liability company.
|
|
●
|
“Common Stock” means the Common Stock,
par value $0.0001 per share, of the Issuer.
|
|
●
|
“HOFV” means HOF Village, LLC, a Delaware
limited liability company.
|
|
●
|
“Issuer” means Hall of Fame Resort & Entertainment Company, a Delaware corporation.
|
CUSIP No. 40619L102
|
|
Page 3 of 12 Pages
|
1
|
NAME OF REPORTING PERSON
IRG Canton Village Member, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
18,485,230 shares
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
18,485,230 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,485,230 shares
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☒
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0% (1)
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
For
purposes of this Amendment No. 1, the percentage reported is based on the following:
|
|
●
|
The numerator consists of a total of 18,485,230 shares of the Issuer’s Common Stock, representing (a) HOFV’s beneficial ownership of 15,027,837 shares of the Issuer’s Common Stock, plus (b) 3,457,393 shares of the Issuer’s Common Stock issuable to HOFV if HOFV exercises the HOFV Warrants (defined in Item 3 of the Original Schedule 13D).
|
|
●
|
The denominator consists of a total of 68,431,268 shares of the Issuer’s Common Stock, representing (i) 64,091,266 shares of the Issuer’s Common Stock outstanding immediately following the closing of the Private Placement (defined in Item 3 of this Amendment No. 1), as reported in the Form 8-K filed by the Issuer with the Securities and Exchange Commission (“SEC”) on December 30, 2020, plus (ii) 3,457,393 shares of the Issuer’s Common Stock issuable to HOFV if HOFV exercises the HOFV Warrants, plus (iii) 782,609 shares of the Issuer’s Common Stock issuable to CH Capital Lending if CH Capital Lending exercises its conversion option under the CH Capital Convertible Note (defined in Item 3 of the Original Schedule 13D), plus (iv) 100,000 shares of the Issuer’s Common Stock issuable to Stuart Lichter if he exercises the Lichter New Warrants (defined in Item 3 of this Amendment No. 1).
|
|
●
|
“CH Capital Lending” means CH Capital Lending, LLC, a Delaware limited liability company.
|
|
●
|
“Common Stock” means the Common Stock, par value $0.0001 per share, of the Issuer.
|
|
●
|
“HOFV” means HOF Village, LLC, a Delaware limited liability company.
|
|
●
|
“Issuer” means Hall of Fame Resort & Entertainment Company, a Delaware corporation.
|
CUSIP No.
40619L102
|
|
Page
4 of 12 Pages
|
1
|
NAME OF REPORTING PERSON
American Capital Center, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
407,479 shares
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
407,479 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
407,479 shares
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☒
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6% (1)
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
For purposes of this Amendment No. 1, the percentage
reported is based on the following:
|
|
●
|
The numerator consists of American Capital Center, LLC’s beneficial ownership of 407,479 shares of the Issuer’s Common Stock.
|
|
●
|
The denominator consists of a total of 68,431,268 shares of the Issuer’s Common Stock, representing (i) 64,091,266 shares of the Issuer’s Common Stock outstanding immediately following the closing of the Private Placement (defined in Item 3 of this Amendment No. 1), as reported in the Form 8-K filed by the Issuer with the Securities and Exchange Commission (“SEC”) on December 30, 2020, plus (ii) 3,457,393 shares of the Issuer’s Common Stock issuable to HOFV if HOFV exercises the HOFV Warrants (defined in Item 3 of the Original Schedule 13D), plus (iii) 782,609 shares of the Issuer’s Common Stock issuable to CH Capital Lending if CH Capital Lending exercises its conversion option under the CH Capital Convertible Note (defined in Item 3 of the Original Schedule 13D), plus (iv) 100,000 shares of the Issuer’s Common Stock issuable to Stuart Lichter if he exercises the Lichter New Warrants (defined in Item 3 of this Amendment No. 1).
|
|
●
|
“CH Capital Lending” means CH Capital Lending, LLC, a Delaware limited liability company.
|
|
●
|
“Common Stock” means the Common Stock, par value $0.0001 per share, of the Issuer.
|
|
●
|
“HOFV” means HOF Village, LLC, a Delaware limited liability company.
|
|
●
|
“Issuer” means Hall of Fame Resort & Entertainment Company, a Delaware corporation.
|
CUSIP No. 40619L102
|
|
Page 5 of 12 Pages
|
1
|
NAME OF REPORTING PERSON
CH Capital Lending, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
15,910,988 shares
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
15,910,988 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,910,988 shares
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☒
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.3% (1)
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
For
purposes of this Amendment No. 1, the percentage reported is based on the following:
|
|
●
|
The numerator consists of a total of 15,910,988 shares of the Issuer’s Common Stock, representing (a) CH Capital Lending’s beneficial ownership of 15,128,379 shares of the Issuer’s Common Stock, plus (b) 782,609 shares of the Issuer’s Common Stock issuable to CH Capital Lending if CH Capital Lending exercises its conversion option under the CH Capital Convertible Note (defined in Item 3 of the Original Schedule 13D).
|
|
●
|
The denominator consists of a total of 68,431,268 shares of the Issuer’s Common Stock, representing (i) 64,091,266 shares of the Issuer’s Common Stock outstanding immediately following the closing of the Private Placement (defined in Item 3 of this Amendment No. 1), as reported in the Form 8-K filed by the Issuer with the Securities and Exchange Commission (“SEC”) on December 30, 2020, plus (ii) 3,457,393 shares of the Issuer’s Common Stock issuable to HOFV if HOFV exercises the HOFV Warrants (defined in Item 3 of the Original Schedule 13D), plus (iii) 782,609 shares of the Issuer’s Common Stock issuable to CH Capital Lending if CH Capital Lending exercises its conversion option under the CH Capital Convertible Note, plus (iv) 100,000 shares of the Issuer’s Common Stock issuable to Stuart Lichter if he exercises the Lichter New Warrants (defined in Item 3 of this Amendment No. 1).
|
|
●
|
“CH Capital Lending” means CH Capital Lending, LLC, a Delaware limited liability company.
|
|
●
|
“Common Stock” means the Common Stock, par value $0.0001 per share, of the Issuer.
|
|
●
|
“HOFV” means HOF Village, LLC, a Delaware limited liability company.
|
|
●
|
“Issuer” means Hall of Fame Resort & Entertainment Company, a Delaware corporation.
|
CUSIP No. 40619L102
|
|
Page 6 of 12 Pages
|
1
|
NAME OF REPORTING PERSON
Stuart Lichter
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
35,003,697 shares
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
35,003,697 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,003,697shares
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☒
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.2% (1)
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1)
|
For
purposes of this Amendment No. 1, the percentage reported is based on the following:
|
|
●
|
The numerator consists of a total of 35,003,697 shares of the Issuer’s Common Stock, representing (a) 100,000 shares of the Issuer’s Common Stock beneficially owned by Stuart Lichter, plus (b) 100,000 shares of the Issuer’s Common Stock issuable to Stuart Lichter if he exercises the Lichter New Warrants (defined in Item 3 of this Amendment No. 1), plus (c) 18,485,230 shares of the Issuer’s Common Stock beneficially owned by HOFV, plus (d) 407,479 shares of the Issuer’s Common Stock beneficially owned by American Capital Center, LLC, plus (e) 15,910,988 shares of the Issuer’s Common Stock beneficially owned by CH Capital Lending.
|
|
●
|
The denominator consists of a total of 68,431,268 shares of the Issuer’s Common Stock, representing (i) 64,091,266 shares of the Issuer’s Common Stock outstanding immediately following the closing of the Private Placement (defined in Item 3 of this Amendment No. 1), as reported in the Form 8-K filed by the Issuer with the Securities and Exchange Commission (“SEC”) on December 30, 2020, plus (ii) 3,457,393 shares of the Issuer’s Common Stock issuable to HOFV if HOFV exercises the HOFV Warrants (defined in Item 3 of the Original Schedule 13D), plus (iii) 782,609 shares of the Issuer’s Common Stock issuable to CH Capital Lending if CH Capital Lending exercises its conversion option under the CH Capital Convertible Note (defined in Item 3 of the Original Schedule 13D), plus (iv) 100,000 shares of the Issuer’s Common Stock issuable to Stuart Lichter if he exercises the Lichter New Warrants.
|
|
●
|
“CH Capital Lending” means CH Capital Lending, LLC, a Delaware limited liability company.
|
|
●
|
“Common Stock” means the Common Stock, par value $0.0001 per share, of the Issuer.
|
|
●
|
“HOFV” means HOF Village, LLC, a Delaware limited liability company.
|
|
●
|
“Issuer” means Hall of Fame Resort & Entertainment Company, a Delaware corporation.
|
CUSIP No. 40619L102
|
|
Page 7 of 12 Pages
|
|
ITEM 1.
|
SECURITY AND ISSUER
|
This Amendment No. 1 (this “Amendment
No. 1”) relates to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Hall of Fame
Resort & Entertainment Company, a Delaware corporation (the “Issuer”), and amends and supplements the initial statement
on Schedule 13D filed by the Reporting Persons on July 14, 2020 (the “Original Schedule 13D”). The address of
the principal executive office of the Issuer is 2626 Fulton Drive NW, Canton, Ohio 44718.
Each Item below amends and supplements
the information disclosed under the corresponding Item of the Original Schedule 13D as described below. Except as specifically
provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule
13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 1 shall have the same
meanings herein as are ascribed to such terms in the Original Schedule 13D. Information given in response to each Item shall be
deemed incorporated by reference in all other Items, as applicable.
|
ITEM 3.
|
SOURCE AND AMOUNT OF
FUNDS OR OTHER CONSIDERATION
|
Item
3 of the Original Schedule 13D is hereby amended and supplemented by adding the following:
On November 18, 2020, Stuart Lichter purchased from the Issuer,
in an underwritten public offering (the “Public Offering”), 100,000 units (the “Units”) at a price of $1.40
per Unit. Each Unit consists of one share of Common Stock and one warrant to purchase one share of Common Stock (each, a “Lichter
New Warrant”). The Lichter New Warrants are immediately exercisable at a price of $1.40 per share of Common Stock and expire
five years from the date of issuance. The shares of Common Stock purchased by Lichter and the accompanying Lichter New Warrants
were purchased together in the Public Offering, but were issued separately.
On December 29, 2020, CH Capital Lending, LLC, a Delaware limited
liability company (“CH Capital Lending”), and Industrial Realty Group, LLC, a Nevada limited liability company
(“IRG”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the Issuer.
A copy of the Securities Purchase Agreement is attached as Exhibit 99.9 hereto and is incorporated herein by reference. Pursuant
to the Securities Purchase Agreement, the Issuer sold to CH Capital Lending, in a private placement (the “Private Placement”),
10,813,774 shares of Common Stock (the “CHCL Purchased Shares”), and warrants to purchase 10,036,925 shares of Common
Stock (the “CHCL New Warrants”). The aggregate purchase price for the CHCL Purchased Shares and the CHCL New Warrants
was $15,239,653.08 (the “Purchase Price”). The Purchase Price was paid in the form of the cancellation in full of certain
financial obligations owed by the Issuer and its affiliates to IRG and its affiliates in the amount of the Purchase Price. The
CHCL New Warrants are exercisable for a total of 10,036,925 shares of Common Stock at an exercise price of $1.40 per share of Common
Stock (subject to customary adjustments). The CHCL New Warrants may be exercised from and after June 29, 2021, subject to certain
terms and conditions set forth in the CHCL New Warrants. The CHCL New Warrants, to the extent not exercised, will expire on December 29,
2025. The form of the CHCL New Warrants is attached as Exhibit 99.10 hereto and is incorporated herein by reference.
|
ITEM 4.
|
PURPOSE OF TRANSACTION
|
Item
4 of the Original Schedule 13D is hereby amended and supplemented by adding the following:
The
information set forth in Item 3 of this Amendment No. 1 is incorporated herein by reference.
CUSIP No.
40619L102
|
|
Page
8 of 12 Pages
|
|
ITEM
5.
|
INTEREST
IN SECURITIES OF THE ISSUER
|
Paragraphs
(a), (b) and (c) of Item 5 of the Original Schedule 13D, with respect to each Reporting Person, are hereby amended and supplemented
as follows:
|
●
|
The
responses of each Reporting Person in Paragraphs (a) and (b) of the Original
Schedule 13D are amended and updated to reflect the information contained in Rows
7 through 13 of the cover page with respect to such Reporting Person in this Amendment
No. 1, and such information is incorporated herein by reference.
|
|
●
|
Except
for (i) Stuart Lichter’s purchase of Units in the Public Offering (as described
in Item 3 of this Amendment No. 1) and (ii) CH Capital Lending’s
purchase of the CHCL Purchased Shares and the CHCL New Warrants in the Private Placement
(as described in Item 3 of this Amendment No. 1), there have been no transactions
effected by any Reporting Person in the shares of the Issuer’s Common Stock during
the preceding 60 days.
|
CUSIP No.
40619L102
|
|
Page
9 of 12 Pages
|
|
ITEM
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
Item
6 of the Original Schedule 13D is hereby amended and supplemented by adding the following:
|
●
|
In
connection with the Public Offering described
in Item 3 of this Amendment No. 1, Stuart
Lichter, CH Capital Lending and HOFV entered into a lock-up agreement, a form of which
is attached as Exhibit 99.11 hereto and is incorporated herein by reference.
|
|
●
|
In
connection with the Private Placement described
in Item 3 of this Amendment No. 1, (i) CH Capital
Lending, IRG, and the Issuer entered into the Securities Purchase Agreement, a copy of
which is attached as Exhibit 99.9 hereto and is incorporated herein by reference,
and (ii) the Issuer issued to CH Capital Lending the CHCL New Warrants,
the form of which is attached as Exhibit 99.10 hereto and is incorporated herein by reference.
|
CUSIP No.
40619L102
|
|
Page
10 of 12 Pages
|
|
ITEM
7.
|
MATERIAL
TO BE FILED AS EXHIBITS
|
Item
7 of the Original Schedule 13D is hereby amended and supplemented as follows:
The
following documents are filed as appendices and exhibits (or incorporated by reference herein):
CUSIP No. 40619L102
|
|
Page 11 of 12 Pages
|
After reasonable inquiry and to the best
of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated this 5th day of January, 2021
IRG Canton Village Manager, LLC,
|
|
a Delaware limited liability company
|
|
|
|
|
|
By:
|
/s/ Stuart Lichter
|
|
|
Name:
|
Stuart Lichter
|
|
|
Title:
|
President
|
|
|
|
|
|
IRG Canton Village Member, LLC,
|
|
a Delaware limited liability company
|
|
|
|
|
|
By:
|
/s/ Stuart Lichter
|
|
|
Name:
|
Stuart Lichter
|
|
|
Title:
|
President
|
|
|
|
|
|
American Capital Center, LLC,
|
|
a Delaware limited liability company
|
|
|
|
|
|
By:
|
ADC Ohio Manager, LLC,
|
|
|
a Delaware limited liability company,
|
|
|
its Manager
|
|
|
|
|
|
|
By:
|
/s/ Richard Klein
|
|
|
Name:
|
Richard Klein
|
|
|
Title:
|
Chief Financial Officer
|
|
CUSIP No. 40619L102
|
|
Page 12 of 12 Pages
|
CH Capital Lending, LLC,
|
|
a Delaware limited liability company
|
|
|
|
|
|
By:
|
Holdings SPE Manager, LLC,
|
|
|
a Delaware limited liability company,
|
|
|
its Manager
|
|
|
|
|
|
|
By:
|
/s/ Richard Klein
|
|
|
Name:
|
Richard Klein
|
|
|
Title:
|
Chief Financial Officer
|
|
/s/ Stuart Lichter
|
|
Stuart Lichter, an individual
|
|
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