Check the appropriate box:

GORDON POINTE ACQUISITION CORP.

(Name of Registrant as Specified in its

Hall of Fame Resort & Entertainment Company

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

GORDON POINTE ACQUISITION CORP.
780 Fifth Avenue South
Naples, FL 34102

HALL OF FAME RESORT & ENTERTAINMENT COMPANY

2626 Fulton Drive NW

Canton, OH 44718

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held May [14],On November 3, 2020

To theDear Stockholders:

You are cordially invited to attend a Special Meeting of Stockholders of Gordon Pointe Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of Gordon Pointe Acquisition Corp.,Hall of Fame Resort & Entertainment Company, a Delaware corporation (“we,” “us,” “our,” “GPAQ” or the(the “Company”), willto be held on May [14],Tuesday, November 3, 2020, at 9:00 a.m. Eastern daylight time, atTime. In light of the officesCOVID-19 pandemic, to support the health and well-being of Fox Rothschild LLP, located at 2000 Market Street, 20^thFloor, Philadelphia, Pennsylvania 19103. You are cordially invited to attendour stockholders, employees and directors, and taking into account recent federal, state and local guidance, the Special Meeting forwill be held in a virtual meeting format only, via live webcast on the purpose of votingInternet, with no physical in-person meeting. You will be able to attend and participate in the Special Meeting online by visiting https://www.cstproxy.com/hofreco/sm2020, where you will be able to listen to the meeting live, submit questions and vote. We encourage you to vote your shares prior to the Special Meeting.

You are being asked to vote on the following proposals:matters:

1.

EachTo approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 300,000,000.

2.

Transact such other business as may properly come before the Special Meeting or any adjournment or postponement of the Extension Amendment and the Trust AmendmentSpecial Meeting.

These items of business are more fully described in the accompanying Proxy Statement. The Special Meeting will be a completely virtual meeting of stockholders. To listen to the Special Meeting or submit questions or vote during the Special Meeting via live webcast, please visit https://www.cstproxy.com/hofreco/sm2020. You will not be able to attend the Special Meeting in person.

The purposerecord date for the Special Meeting is September 25, 2020. Only stockholders of record at the Extension Amendmentclose of business on that date may vote at the meeting or any adjournment thereof.

HALL OF FAME RESORT & ENTERTAINMENT COMPANY
2626 Fulton Drive NW
Canton, OH 44718

PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS

To Be Held on November 3, 2020

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these materials?

We have sent you these proxy materials because our Board of Directors (sometimes referred to as the “Board”) is soliciting your proxy to allowvote at the Company more time to complete its proposed business combination. On September 16, 2019, the Company entered into an Agreement and PlanSpecial Meeting of MergerStockholders (the “Merger Agreement”“Special Meeting”) with GPAQ Acquisition Holdings, Inc.,of Hall of Fame Resort & Entertainment Company, a Delaware corporation (sometimes referred to in this proxy statement as “we,” “us,” the “Company” or “HOFRE”) to be held virtually, via live webcast at https://www.cstproxy.com/hofreco/sm2020, on Tuesday, November 3, 2020, at 9:00 a.m. Eastern Time, and a wholly-owned subsidiaryany adjournment or postponement thereof. You are invited to attend the Special Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, date, sign and return the enclosed proxy card, or follow the instructions below to vote over the telephone or through the internet.

We intend to mail these proxy materials on or about September 28, 2020 to all stockholders of record entitled to vote at the Special Meeting.

Where and when is the Special Meeting?

The Special Meeting will be held on Tuesday, November 3, 2020, at 9:00 a.m. Eastern Time. In light of the Company (“Holdings”), GPAQ Acquiror Merger Sub, Inc.,COVID-19 pandemic, to support the health and well-being of our stockholders, employees and directors, and taking into account recent federal, state and local guidance, the Special Meeting will be held in a Delaware corporation and a wholly-owned subsidiaryvirtual meeting format only, via live webcast on the Internet, with no physical in-person meeting. A summary of Holdings (“Acquiror Merger Sub”), GPAQ Company Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“Company Merger Sub”), HOF Village, LLC, a Delaware limited liability company (“HOFV”) and HOF Village Newco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of HOFV (“Newco”). Pursuantthe information you need to attend the Special Meeting online is provided below:

·

Any stockholder may listen to the Merger Agreement, (i) Acquiror Merger SubSpecial Meeting via live webcast at https://www.cstproxy.com/hofreco/sm2020. The webcast will begin at 9:00 a.m. Eastern Time.

·

Stockholders may vote and submit questions during the Special Meeting via live webcast.

·

Stockholders may also submit questions no earlier than 15 minutes prior to the beginning of the webcast for the Special Meeting by logging in to https://www.cstproxy.com/hofreco/sm2020 and entering the 16-digit control number included on the proxy card.

·

To enter the meeting, please have your 16-digit control number, which is available on your proxy card. If you do not have your 16-digit control number, you will be merged with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Holdings and with security holders of the Company receiving substantially equivalent securities of Holdings, and (ii) Company Merger Sub will be merged with and into Newco, with Newco continuing as the surviving entity and a wholly-owned subsidiary of the Company and with the members of Newco receiving shares of common stock of Holdings.

The Company and the other partiesable to listen to the Merger Agreement are working towards satisfaction of the conditions to completion of the business combination, including the necessary filings with the U.S. Securitiesmeeting only and Exchange Commission related to the transaction, but have determined that there mayyou will not be sufficient timeable to vote or submit questions during the meeting.

·

Instructions on how to connect to and participate in the Special Meeting via the internet, including how to demonstrate proof of stock ownership, are posted at https://www.cstproxy.com/hofreco/sm2020.

We recommend that you log in a few minutes before May 14, 20209:00 a.m. Eastern Time to hold a special meetingensure you are logged in when the Special Meeting starts. The information on our website is not incorporated by reference into this proxy statement.

If you plan to obtain stockholder approval of, and to consummate,vote during the business combination. Accordingly, our Board believes thatSpecial Meeting, you may still do so even if you have already returned your proxy.

What do I need in order to be able to successfully complete the proposed business combination as contemplated by the Merger Agreement, it is appropriate to obtain the Extension. Our Board believes that the business combination opportunity is compelling andparticipate in the best interests of our stockholders. Therefore, our Board has determined that it isSpecial Meeting online?

You will need the 16-digit control number included on your proxy card in order to vote your shares or submit questions during the Special Meeting. If you do not have your 16-digit control number, you will be able to listen to the meeting only, and will not be able to vote or submit questions during the meeting. Instructions on how to connect and participate in the best interestsSpecial Meeting via the internet, including how to demonstrate proof of stock ownership, are posted at https://www.cstproxy.com/hofreco/sm2020.

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What if during the Special Meeting I have technical difficulties or trouble accessing the live webcast of the Special Meeting?

On the day of the Special Meeting, if you encounter any difficulties accessing the live webcast of the Special Meeting or during the Special Meeting, please call the technical support number that will be posted on the log-in page for our virtual Special Meeting for assistance.

Who can vote at the Special Meeting?

Only stockholders to extendof record at the date by which the Company must complete aclose of business combination to the Extended Date.

In connection with the Extension Amendment, public stockholders may electon September 25, 2020 (the “Election”“Record Date”) to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether such public stockholders vote “FOR” or “AGAINST” the Extension Amendment and the Trust Amendment, and an Election can alsowill be made by public stockholders who do not vote, or do not instruct their broker or bank howentitled to vote at the Special Meeting. Public stockholders may make an Election regardless of whether such public stockholdersOn the Record Date, there were holders as of the record date. If the Extension Amendment and the Trust Amendment are approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the proposed business combination is submitted to the stockholders, subject to any limitations set forth in our Charter, as amended by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Date. Our Sponsor, our officers and directors and our other initial stockholders, own an aggregate of 3,125,00031,849,336 shares of our common stock which we referoutstanding and entitled to as the “Founder Shares”, that were issued prior to our IPO and our Sponsor owns 4,900,000 warrants, which we refer to as the “Private Placement Warrants”, that were purchased by our Sponsorvote.

Stockholder of Record: Shares Registered in a private placement which occurred simultaneously with the completion of the IPO.Your Name

Gordon Pointe Management, LLC, the Company’s sponsor (the “Sponsor”), has agreed that if the Extension Amendment is approved, it or its affiliates will contribute to the Company as a loan (such loan being referred to herein as the “Contribution”) [$__] for each share of common stock issued in our IPO (the “public shares”) that is not redeemed in connection with the stockholder vote to approve the extension of the deadline to complete a business combination. Accordingly, assuming no public shares are redeemed, if the Company extends the deadline from May 14, 2020 to [_________], then the Sponsor would make an aggregate Contribution of approximately [$__]. The Contribution will be deposited in the Trust AccountIf on the date that the Extension is approved. The Sponsor will not make any Contribution unless the Extension Amendment and the Trust Amendment are approved and the Extension is completed. The Contribution will not bear any interest and will be repayable by the Company to the Sponsor or its affiliates upon consummation of the proposed business combination. The loan will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account.

To exercise your redemption rights, you must tenderRecord Date your shares to the Company’swere registered directly in your name with our transfer agent, at least two business days prior to the Special Meeting (or May [12], 2020). YouContinental Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

Our stockholders previously approved three separate extensions of the period of time for which we are required to consummate a business combination, such that the Company currently has until May 14, 2020 to consummate its initial business combination. In connection with the approval of the prior extensions, the Company’s sponsor loaned to the Company an aggregate of $2,942,352, which amounts were deposited into the Trust Account. Such loans may not be repaid if a business combination is not consummated. See the section entitled “Proposal No. 1 and Proposal No. 2 — The Extension Amendment and the Trust Amendment — Interests of the Company’s Directors and Officers”. The aggregate number of public shares presented for redemption in connection with the prior extensions was 8,968,484 shares. Following such redemptions, the Company has 3,531,516 public shares outstanding.

As of March 31, 2020, there was approximately $86 million in the Trust Account. If the Extension Amendment is approved and the Extension is completed, the redemption price per share at the meeting for the proposed business combination or the Company’s subsequent liquidation will be approximately [$        ] per share (without taking into account any interest), in comparison to the current redemption price of approximately $10.76 per share. The closing price of the Company’s common stock on April 9, 2020 was $10.72. The Company cannot assure stockholders that they will be able to sell their shares of the Company’s common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

The purpose of the Trust Amendment is to amend the Company’s Trust Agreement to extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed a business combination from May 14, 2020 to [_________], and to permit the withdrawal of funds from the Trust Account to pay stockholders who properly exercise their redemption rights in connection with the Extension Amendment.

If the Extension Amendment and the Trust Amendment proposals are not approved and we do not consummate a business combination by May 14, 2020, as contemplated by our IPO prospectus and in accordance with our Charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders as stockholders of the Company (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor, our officers and directors and our other initial stockholders will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Warrants.

Subject to the foregoing, the affirmative vote of at least 65% of the Company’s outstanding common stock, including the Founder Shares, will be required to approve the Extension Amendment and the Trust Amendment Proposal. The approval of both the Extension Amendment and the Trust Amendment are essential to the implementation of our board’s plan to extend the date by which we must consummate our initial business combination. Therefore, our board will abandon and not implement either amendment unless our stockholders approve both the Extension Amendment and the Trust Amendment. This means that if one proposal is approved by the stockholders and the other proposal is not, neither proposal will take effect. Notwithstanding stockholder approval of the Extension Amendment and the Trust Amendment, our board will retain the right to abandon and not implement the Extension Amendment and the Trust Amendment at any time without any further action by our stockholders.

Our board has fixed the close of business on April 2, 2020 as the date for determining the Company stockholders entitled to receive notice of and vote at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting virtually, we urge you to fill out and any adjournment thereof. Only holdersreturn the enclosed proxy card, or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Company’sSpecial Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Special Meeting virtually. However, since you are not the stockholder of record, you may not vote your shares online during the Special Meeting unless you request and obtain a valid proxy issued in your name from your broker, bank or other agent.

What am I voting on?

There is one proposal being presented for stockholder approval:

·

To approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock on that date are entitledfrom 100,000,000 to have their votes counted at300,000,000. We refer to this proposal as “Proposal 1.”

In addition to Proposal 1, we may transact such other business as may properly come before the Special Meeting or any adjournment thereof.or postponement of the Special Meeting.

YouWhat if another matter is properly brought before the Special Meeting?

The Board knows of no other matters that will be presented for consideration at the Special Meeting. If any other matters are not being askedproperly brought before the Special Meeting, it is the intention of the person named in the accompanying proxy to vote on the proposed business combinationthose matters in accordance with his best judgment.

How do I vote?

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at this time. If the Extension is implemented and you do not elect to redeem your public shares now, you will retain the right to vote on the proposed business combination when it is submitted to stockholders and the right to redeem your public shares into a pro rata portion of the Trust Account in the event the proposed business combination is approved and completed or the Company has not consummated the business combination by the Extended Date.

After careful consideration of all relevant factors, the board of directors has determined that each of the proposals are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Enclosed is the Proxy Statement containing detailed information concerning the Extension Amendment, the Trust Amendment and the Special Meeting.Meeting, vote by proxy over the telephone, vote by proxy through the internet or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the Special Meeting, we urge you to read this material carefullyvote by proxy to ensure your vote is counted. You may still attend the Special Meeting and vote online during the meeting even if you have already voted by proxy.

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·

VOTE BY INTERNET: To vote through the internet, go to www.cstproxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the enclosed proxy card. Your internet vote must be received by 11:59 p.m., Eastern Time on November 2, 2020 to be counted.

·

VOTE BY MOBILE: To vote using your smartphone or tablet, open the QR Reader and scan the image found on your proxy card. Once the voting site is displayed, enter your control number from the enclosed proxy card and vote your shares. Your mobile vote must be received by 11:59 p.m., Eastern Time on November 2, 2020 to be counted.

·

VOTE BY PROXY CARD: To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Special Meeting, we will vote your shares as you direct.

·

VOTE DURING MEETING: To vote online during the Special Meeting, follow the provided instructions to join the Special Meeting at https://www.cstproxy.com/hofreco/sm2020, starting at 9:00 a.m. Eastern Time on Tuesday, November 3, 2020.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your brokerage firm, bank, dealer or other agent, you should have received a voting instruction form with these proxy materials from that organization rather than from us. Simply complete and mail the voting instruction form to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker or bank. To vote online during the Special Meeting, you must obtain a valid proxy from your brokerage firm, bank, dealer or other agent. Follow the instructions from your broker, bank or other agent, or contact that organization to request a proxy form.

YourHow many votes do I have?

On each matter to be voted upon, you have one vote is important. for each share of common stock you own as of the Record Date.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record please sign, date and returndo not vote by completing your proxy card, as soon as possible to make sure thatby telephone, through the internet or online during the Special Meeting, your shares are representedwill not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted “For” the Proposal 1. If any other matter is properly presented at the Special Meeting. Meeting, your proxyholder (the individual named on your proxy card) will vote your shares using his best judgment.

If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?

If you are a stockholder of record, you may also castbeneficial owner and do not instruct your vote in person at the Special Meeting. If your shares are held in an account at a brokerage firm, bank, dealer or bank, you must instruct your broker or bankother agent how to vote your shares, or you may cast your vote in person at the Special Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instructquestion of whether your broker or bank hownominee will still be able to vote will haveyour shares depends on whether the same effect as voting “AGAINST” the Extension Amendment and the Trust Amendment, and an abstention will have the same effect as voting “AGAINST” the Extension Amendment and the Trust Amendment.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholdersparticular proposal is considered to be helda routine matter under applicable rules. Brokers and nominees can use their discretion to vote uninstructed shares with respect to matters that are considered to be routine under applicable rules, but not with respect to non-routine matters. Under applicable rules and interpretations, non-routine matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on May [14], 2020:This notice of meetingexecutive compensation and the accompanying Proxy Statement are available at

[______________________________].

GORDON POINTE ACQUISITION CORP.
780 Fifth Avenue South
Naples, FL 34102

SPECIAL MEETING OF STOCKHOLDERS
To Be Held ON MAY [14], 2020

PROXY STATEMENT

A special meeting (the “Special Meeting”) of Gordon Pointe Acquisition Corp., a Delaware corporation (“we,” “us,” “our,” “GPAQ” or the “Company”), will be held on May [14], 2020, at 9:00 a.m. Eastern daylight time, at the offices of Fox Rothschild LLP, located at 2000 Market Street, 20^thFloor, Philadelphia, Pennsylvania 19103. You are cordially invited to attend the Special Meeting for the purpose of voting on the following proposals:

The purposefrequency of the Extension Amendment is to allow the Company more time to complete its proposed business combination. On September 16, 2019, the Company entered into an Agreementstockholder votes on executive compensation), and Plan of Merger (the “Merger Agreement”) with GPAQ Acquisition Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Holdings”), GPAQ Acquiror Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“Acquiror Merger Sub”), GPAQ Company Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“Company Merger Sub”), HOF Village, LLC, a Delaware limited liability company (“HOFV”) and HOF Village Newco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of HOFV (“Newco”). Pursuant to the Merger Agreement, (i) Acquiror Merger Subcertain corporate governance proposals, even if management-supported. Accordingly, we believe that without your instructions your broker or nominee will be merged with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Holdings and with security holders of the Company receiving substantially equivalent securities of Holdings, and (ii) Company Merger Sub will be merged with and into Newco, with Newco continuing as the surviving entity and a wholly-owned subsidiary of the Company and with the members of Newco receiving shares of common stock of Holdings.

The Company and the other parties to the Merger Agreement are working towards satisfaction of the conditions to completion of the business combination, including the necessary filings with the U.S. Securities and Exchange Commission related to the transaction, but have determined that there may not be sufficient time before May 14, 2020permitted to holdvote your shares on Proposal 1.

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If you are a special meeting to obtain stockholder approvalbeneficial owner of and to consummate, the business combination. Accordingly, our Board believes thatshares held in street name, in order to be ableensure your shares are voted in the way you would prefer, you must provide voting instructions to successfully complete the proposed business combination as contemplatedyour broker, bank or other agent by the Merger Agreement, it is appropriate to obtain the Extension. Our Board believes that the business combination opportunity is compelling anddeadline provided in the best interests of our stockholders. Therefore, our Board has determined that it is in the best interests of our stockholders to extend the date by which the Company must complete a business combination to the Extended Date.

In connection with the Extension Amendment, public stockholders may elect (the “Election”) to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether such public stockholders vote “FOR” or “AGAINST” the Extension Amendment and the Trust Amendment, and an Election can also be made by public stockholders who do not vote, or do not instruct theirmaterials you receive from your broker, or bank how to vote, at the Special Meeting. Public stockholders may make an Election regardless of whether such public stockholders were holders as of the record date. If the Extension Amendment and the Trust Amendment are approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the proposed business combination is submitted to the stockholders, subject to any limitations set forth in our Charter as amended by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Date. Our Sponsor, our officers and directors and our other initial stockholders, own an aggregate of 3,125,000 shares of our common stock, which we refer to as the “Founder Shares”, that were issued prior to our IPO and our Sponsor owns 4,900,000 warrants, which we refer to as the “Private Placement Warrants”, that were purchased by our Sponsor in a private placement which occurred simultaneously with the completion of the IPO.

Gordon Pointe Management, LLC, the Company’s sponsor (the “Sponsor”), has agreed that if the Extension Amendment is approved, it or its affiliates will contribute to the Company as a loan (such loan being referred to herein as the “Contribution”) [$__] for each share of common stock issued in our IPO (the “public shares”) that is not redeemed in connection with the stockholder vote to approve the extension of the deadline to complete a business combination. Accordingly, assuming no public shares are redeemed, if the Company extends the deadline from May 14, 2020 to [_________], then the Sponsor would make an aggregate Contribution of approximately [$__]. The Contribution will be deposited in the Trust Account on the date that the Extension is approved. The Sponsor will not make any Contribution unless the Extension Amendment and the Trust Amendment are approved and the Extension is completed. The Contribution will not bear any interest and will be repayable by the Company to the Sponsor or its affiliates upon consummation of the proposed business combination. The loan will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account.

To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or May [12], 2020). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.agent.

Our stockholders previously approved three separate extensions of the period of timeWho is paying for which we are required to consummate a business combination, such that the Company currently has until May 14, 2020 to consummate its initial business combination. In connection with the approval of the prior extensions, the Company’s sponsor loaned to the Company an aggregate of $2,942,352, which amounts were deposited into the Trust Account. Such loans may not be repaid if a business combination is not consummated. See the section entitled “Proposal No. 1 and Proposal No. 2 — The Extension Amendment and the Trust Amendment — Interests of the Company’s Directors and Officers”. The aggregate number of public shares presented for redemption in connection with the prior extensions was 8,968,484 shares. Following such redemptions, the Company has 3,531,516 public shares outstanding.

As of March 31, 2020, there was approximately $86 million in the Trust Account. If the Extension Amendment is approved and the Extension is completed, the redemption price per share at the meeting for the proposed business combination or the Company’s subsequent liquidation will be approximately [$        ] per share (without taking into account any interest), in comparison to the current redemption price of approximately $10.76 per share. The closing price of the Company’s common stock on April 9, 2020 was $10.72. The Company cannot assure stockholders that they will be able to sell their shares of the Company’s common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

this proxy solicitation?

The purpose of the Trust Amendment is to amend the Company’s Trust Agreement to extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed a business combination from May 14, 2020 to [_________], and to permit the withdrawal of funds from the Trust Account to pay stockholders who properly exercise their redemption rights in connection with the Extension Amendment.

If the Extension Amendment and the Trust Amendment proposals are not approved and we do not consummate a business combination by May 14, 2020, as contemplated by our IPO prospectus and in accordance with our Charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders as stockholders of the Company (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor, our officers and directors and our other initial stockholders will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Warrants.

If the Company liquidates, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor (other than our independent public accountants) for services rendered or products sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay franchise and income tax obligations. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our Sponsor will not be responsible to the extent of any liability for such third party claims. Furthermore, the Sponsor will not be liable to our public stockholders and instead will only have liability to the Company. There is no assurance, however, that it will be able to satisfy those obligations to us. Regardless of whether an indemnification obligation exists, the per share liquidation price for the public shares is anticipated to be [$        ], plus interest. Nevertheless, the Company cannot assure you that the per share distribution from the Trust Account, if the Company liquidates, will not be less than [$         ], plus interest, due to unforeseen claims of creditors.

Under the Delaware General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, because the Company will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent ten years. Because we are a blank check company, rather than an operating company, and our operations have been and will continue to be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

If the Extension Amendment and the Trust Amendment proposals are approved, the approval of the Trust Amendment will constitute consent for the Company to (i) remove from the Trust Account an amount (the “Withdrawal Amount”), equal to the number of public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable), divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Amendment and the Trust Amendment proposals are approved.

Under the Trust Amendment, the Company will amend the Trust Agreement to (i) permit the withdrawal of the Withdrawal Amount from the Trust Account and (ii) extend the date on which to liquidate the Trust Account to the Extended Date.

The record date for the Special Meeting is April 2, 2020. Record holders of shares of the Company’s common stock at the close of business on the record date are entitled to vote or have their votes cast at the Special Meeting. On the record date, there were8,042,536 outstanding shares of Company common stock, including3,531,516public shares and 3,125,000 Founder Shares. The Company’s warrants do not have voting rights in connection with the Extension Amendment or the Trust Amendment.

This Proxy Statement contains important information about the Special Meeting and the proposals. Please read it carefully and vote your shares.

We will pay for the entire cost of soliciting proxies. We have engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Morrow Sodali LLC a fee of $22,500. We will also reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officersemployees may also solicit proxies in person, by telephone, or by other means of communication. These partiesDirectors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, anddealers or other agents for the cost of forwarding proxy materials to beneficial owners. While

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the paymentvoting instructions on each proxy card in the proxy materials to ensure that all of these expenses will decreaseyour shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the cash available to us to consummate an initial business combination iffinal vote at the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate an initial business combination.

This Proxy Statement is dated April [__], 2020 and is first being mailed to stockholders on or about that date.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

These Questions and AnswersSpecial Meeting. If you are only summariesthe record holder of your shares, you may revoke your proxy in any one of the matters they discuss. They dofollowing ways:

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You may submit another properly completed proxy card with a later date.

·

You may grant a subsequent proxy by telephone or through the internet.

·

You may send a timely written notice that you are revoking your proxy to: Secretary of Hall of Fame Resort & Entertainment Company, 2626 Fulton Drive NW, Canton, OH 44718.

·

You may vote during the Special Meeting which will be hosted via the Internet. Simply attending the Special Meeting online will not, contain allby itself, revoke your proxy. Even if you plan to attend the Special Meeting online, we recommend that you also submit your proxy or voting instructions or vote by telephone or through the internet so that your vote will be counted if you later decide not to attend the Special Meeting online.

Your most recent proxy card or telephone or internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of the information that may be important to you. You should read carefully the entire document, including the annexes to this Proxy Statement.Broker or Bank

FORWARD-LOOKING STATEMENTS

We believe that some of the information in this Proxy Statement constitutes forward-looking statements. You can identify these statements by forward-looking words such as “may”, “expect”, “anticipate”, “contemplate”, “believe”, “estimate”, “intends”, and “continue” or similar words. You should read statements that contain these words carefully because they:

We believe it is important to communicate our expectations to our stockholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The cautionary language discussed in this Proxy Statement provides examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including, among other things, claims by third parties against the Trust Account, unanticipated delays in the distribution of the funds from the Trust Account and our ability to finance and consummate a business combination. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Proxy Statement.

All forward-looking statements included herein attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, we undertake no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

BACKGROUND

The Company

We are a Delaware blank check company incorporated in April 2017 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with one or more businesses or assets.

On January 30, 2019, we consummated our IPO of 12,500,000 units (the “units”) at a price of $10.00 per unit, generating gross proceeds of $125,000,000. Each unit consists of one share of the Company’s Class A common stock; and one warrant to purchase one share of the Company’s Class A common stock (the “public warrants”).

Simultaneously with the consummation of the IPO, our Sponsor purchased an aggregate of 4,900,000 warrants, at a price of $1.00 per warrant, each exercisable to purchase one share of the Company’s Class A common stock at a price of $11.50 per share (the “Private Placement Warrants”), in a private placement (the “private placement”), generating gross proceeds of $4,900,000. The Private Placement Warrants are identical to the public warrants sold as part of the units in the IPO except that, so long as they are held by their initial purchasersyour brokerage firm, bank, dealer or their permitted transferees, (i) theyother agent as a nominee, you should follow the instructions provided by your broker, bank or other agent.

What are “broker non-votes”?

When a beneficial owner of shares held in “street name” does not give instructions to the brokerage firm, bank, dealer or other agent holding the shares as to how to vote on matters deemed to be non-routine under applicable rules, the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.” Broker non-votes will be counted towards the presence of a quorum but will not be redeemable by us, (ii) they (including the shares of common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assignedcounted as votes “For” any proposal. As discussed above, we believe that without your instructions your broker or sold until 30 days after the completion of our initial business combination, (iii) they may be exercised by the holders on a cashless basis; and (iv) they (including the shares of common stock issuable upon exercise of these warrants) have certain registration rights.

Upon the closing of the IPO and the private placement, $126,250,000 of the net proceeds from the sale of the units in the IPO and the proceeds of the sale of the Private Placement Warrants were deposited in the Trust Account.

Our stockholders previously approved three separate extensions of the period of time for which we are required to consummate a business combination, such that the Company currently has until May 14, 2020 to consummate its initial business combination. In connection with the approval of the prior extensions, the Company’s sponsor loaned to the Company an aggregate of $2,942,352, which amounts were deposited into the Trust Account. Such loans maynominee will not be repaidpermitted to vote your shares on Proposal 1.

As a reminder, if you are a business combination is not consummated. See the section entitled “Proposal No. 1 and Proposal No. 2 — The Extension Amendment and the Trust Amendment — Interestsbeneficial owner of the Company’s Directors and Officers”. The aggregate number of public shares presented for redemptionheld in connection with the prior extensions was 8,968,484 shares. Following such redemptions, the Company has 3,531,516 public shares outstanding.

As of March 31, 2020, there was approximately $38 million in the Trust Account.

The mailing address of the Company’s principal executive office is 780 Fifth Avenue South, Naples, Florida 34102, and its telephone number is (412) 960-4687.

The Proposed Business Combination

As previously announced, on September 16, 2019, the Company entered into the Merger Agreement with Holdings, Acquiror Merger Sub, Company Merger Sub, HOFV and Newco pursuant to which (i) Acquiror Merger Sub will be merged with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Holdings and with security holders of the Company receiving substantially equivalent securities of Holdings, and (ii) Company Merger Sub will be merged with and into Newco, with Newco continuing as the surviving entity and a wholly-owned subsidiary of the Company and with the members of Newco receiving shares of common stock of Holdings. The Company and the other parties to the Merger Agreement are working towards satisfaction of the conditions to completion of the business combination, including the necessary filings with the U.S. Securities and Exchange Commission related to the transaction, but have determined that there may not be sufficient time before May 14, 2020 to hold a special meeting to obtain stockholder approval of, and to consummate, the business combination. Accordingly, our Board believes thatstreet name, in order to be ableensure your shares are voted in the way you would prefer, you must provide voting instructions to successfully complete the proposed business combination as contemplatedyour brokerage firm, bank, dealer or other agent by the Merger Agreement, it is appropriate to obtain the Extension. Our Board believes that the business combination opportunity is compelling anddeadline provided in the best interestsmaterials you receive from your brokerage firm, bank, dealer or other agent.

How are votes counted?

Each share of our stockholders. Therefore, our Board has determined that it is incommon stock you own entitles you to one vote. The proxy card indicates the best interestsnumber of shares of our stockholders to extend the date by which the Company must complete a business combination to the Extended Date.

THE SPECIAL MEETING

Date, Time, Place and Purpose of the Special Meeting

The Special Meeting will be held at 9:00 a.m. Eastern daylight time, at the offices of Fox Rothschild LLP, located at 2000 Market Street, 20^th Floor, Philadelphia, Pennsylvania 19103, on May [14], 2020.

Stockholders are being asked to vote on the following proposals:

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Special Meeting ifcommon stock you owned Company common stock at the close of business on April 2, 2020, the record dateRecord Date. The inspector of elections will count votes for the Special Meeting. Youmeeting and will have oneseparately count “For” and “Against” votes, abstentions, and broker non-votes. Abstentions will be counted towards the vote per proposaltotal for each share of common stock you owned at that time. The Company’s warrants do not carry voting rights.

At the close of business on the record date, there were 8,042,536 outstanding shares of Company common stock entitled to vote, of which 3,531,516 were public sharesproposal and 3,125,000 were Founder Shares.

Votes Required

Approval of the Extension Amendment and Trust Amendment proposals will require the affirmative vote of holders of at least 65% of the Company’s outstanding common stock, including the Founder Shares.

If you do not vote (i.e., you “abstain” from voting on a proposal), your action will have the same effect as a vote against the Extension Amendment and Trust Amendment proposals. Likewise,“Against” votes. Any broker non-votes will have the same effect as “Against” votes for Proposal 1.

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How many votes are needed to approve each proposal?

Approval of Proposal 1 will require the affirmative vote of the majority of outstanding shares of our common stock. Abstentions and any broker non-votes will have the same effect as “Against” votes.

What is the quorum requirement?

A quorum of stockholders is necessary to hold the Special Meeting. A quorum will be present if stockholders holding a majority of the outstanding shares entitled to vote against the Extension Amendment and Trust Amendment proposals.

Voting

You can vote your sharesare present by virtual attendance at the Special Meeting or represented by proxy. On the Record Date, there were 31,849,336 shares outstanding and entitled to vote. Thus, the holders of 15,924,669 shares must be present by virtual attendance or represented by proxy or in person.

You can vote by proxy by having one or more individuals who will be at the Special Meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your brokerage firm, bank, dealer or other agent) or if you vote youronline during the Special Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares for you. These individuals are called “proxies” and using them to cast your ballotpresent by virtual attendance at the Special Meeting is called voting “by proxy.”

If you wish to voteor represented by proxy you must (i) completemay adjourn the enclosed form, called a “proxy card,” and mail it inSpecial Meeting to another date.

How can I find out the envelope provided or (ii) submit your proxy by telephone or overresults of the Internet (if those options are available to you) in accordance withvoting at the instructions on the enclosed proxy card orSpecial Meeting?

Preliminary voting instruction card.

If you complete the proxy card and mail it in the envelope provided or submit your proxy by telephone or over the Internet as described above, youresults will designate James J. Dolan and Douglas L. Hein to act as your proxybe announced at the Special Meeting. OneIn addition, final voting results will be published in a current report on Form 8-K that we expect to file with the SEC within four business days after the Special Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Special Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

When are stockholder proposals and director nominations due for next year’s Annual Meeting?

SEC rules permit stockholders to submit proposals for inclusion in our annual meeting proxy statements if the stockholder and the proposal meet the requirements specified in Rule 14a-8 of themthe Exchange Act. Proposals submitted in accordance with Rule 14a-8 for inclusion in our proxy statement for the 2020 Annual Meeting must be received by our Secretary at 2626 Fulton Drive NW, Canton, OH 44718 no later than December 24, 2020.

Outside of the process provided by Rule 14a-8 of the Exchange Act, our bylaws do not provide for stockholders to submit proposals or director nominees for consideration at our annual meetings.

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PROPOSAL 1

APPROVAL OF THE INCREASE IN NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK PROPOSAL

General

The Board has approved an amendment, or the Authorized Shares Amendment, to the Company’s Amended and Restated Certificate of Incorporation, or the Certificate of Incorporation, to increase the number of authorized shares of common stock from 100,000,000 to 300,000,000. The Authorized Shares Amendment will thennot change the number of authorized shares of preferred stock, which currently consists of 5,000,000 shares of preferred stock.

The additional shares of common stock authorized for issuance by the Authorized Shares Amendment would be a part of the existing class of common stock and, if and when issued, would have the same rights and privileges as the common stock presently issued and outstanding. The full text of the proposed Authorized Shares Amendment is attached to this Proxy Statement as Appendix A. However, the text of the Authorized Shares Amendment is subject to revision to include such changes as may be required by the Secretary of State of the State of Delaware and as deemed necessary and advisable to effect the Authorized Shares Amendment.

Provided the stockholders approve the Authorized Shares Amendment, the increased number of shares would be authorized for issuance, but would remain unissued until a Board-approved issuance of such shares.

Adoption of the Authorized Shares Amendment would not affect the rights of the holders of currently outstanding common stock, except for effects incidental to increasing the number of shares of our common stock outstanding, such as dilution of the earnings per share and voting rights of current holders of common stock, to the extent that any additional shares of common stock are ultimately issued out of the increase in authorized shares proposed in the Authorized Shares Amendment.

If the proposed Authorized Shares Amendment is approved by the requisite vote your sharesof the stockholders, it will become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware. The Board reserves its right to elect not to proceed with and abandon the Authorized Shares Amendment if it determines, in its sole discretion at any time, that this proposal is no longer in the best interests of our stockholders.

If we fail to obtain stockholder approval of this proposal at the Special Meeting, we intend to continue to seek to obtain stockholder approval at each subsequent annual meeting of stockholders and/or special meetings of stockholders until such approval has been obtained and we will incur the costs associated therewith.

Background; Purposes and Effects of the Authorized Shares Amendment

There are currently 100,000,000 authorized shares of common stock.  As of the Record Date, there were, (i) 31,849,336 shares of our common stock issued and outstanding; (ii) 24,731,195 shares of our common stock reserved for issuance upon the exercise of our warrants trading on Nasdaq under the symbol “HOFVW”; (iii) 1,812,727 shares of our common stock reserved for issuance under our 2020 Omnibus Incentive Plan; (iv) approximately 8,175,000 shares of our common stock reserved for issuance upon the redemption of our 8.00% Convertible Notes due 2025, including approximately 3,000,000 shares of our common stock issuable upon exercise of warrants that would be issued in accordanceconnection with such redemption; (v) 75,000 shares of our common stock reserved for issuance as future payments to BXPG LLC under the services agreement, dated as of June 16, 2020, entered into in connection with our investment in the development of a fantasy sports league; and (vi) 283,181 shares of our common stock reserved for issuance and settlement of outstanding RSU inducement grants.

The Company intends to offer securities in one or more transactions (the “Offerings”) that may be registered under the Securities Act of 1933, as amended (the “Securities Act”), or conducted in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof.  An objective of the Offerings is to raise sufficient funds to satisfy the $34.5 million balance of our Bridge Loan with the instructions youvarious lenders party thereto and GACP Finance Co., LLC, as administrative agent, which has a maturity date of November 30, 2020.

If our stockholders do not approve the Authorized Shares Amendment in this Proposal 1, we may not have given themenough authorized shares to complete the Offerings or to meet our needs in connection with future financings or strategic transactions and properly incentivizing our key personnel.  Approval of the Authorized Shares Amendment by the Company’s stockholders is a condition to closing any Offering to the extent such increase in authorized shares is necessary to complete such Offering. In addition, the Board is recommending the proposed increase in the proxy cardauthorized number of shares of common stock to provide the Company with appropriate flexibility to issue additional

6

shares in the future on a timely basis if such need arises in connection with potential financings, business combinations or other corporate purposes. Approval of the Authorized Shares Amendment could enable the Company to take advantage of market conditions, the availability of more favorable financing, and opportunities for business combinations and other strategic transactions, without the potential delay and expense associated with convening a special stockholders’ meeting.

Our success also depends in part on our continued ability to attract, retain and motivate highly qualified management and key personnel. If this proposal is not approved by our stockholders, the lack of unissued and unreserved authorized shares of common stock to provide future equity incentive opportunities could adversely impact our ability to achieve these goals. In short, if our stockholders do not approve this proposal, we may not be able to access the capital markets, complete corporate collaborations or partnerships, attract, retain and motivate employees, and pursue other business opportunities integral to our growth and success.

The proposed increase in the number of authorized shares of common stock will not, by itself, have an immediate dilutive effect on our current stockholders. However, if this proposal is approved, unless otherwise required by applicable law or stock exchange rules, the Board will be able to issue the additional shares of common stock from time to time in its discretion without further action or authorization by the stockholders. The newly authorized shares of common stock would be issuable for any proper corporate purpose, including capital raising transactions of equity or convertible debt securities, the establishment of collaborations or other strategic agreements, stock splits, stock dividends, issuance under current or future equity incentive plans, future acquisitions, investment opportunities, or for other corporate purposes. The future issuance of additional shares of common stock or securities convertible into our common stock may occur at times or under circumstances that could result in a dilutive effect on the earnings per share, book value per share, voting instructions, as applicable, with respectpower and percentage interest of the present holders of our common stock, some of whom have preemptive rights to subscribe for additional shares that we may issue.

Potential Anti-Takeover Effect

An increase in the number of authorized but unissued shares of common stock relative to the proposals presentednumber of outstanding shares of common stock may also, under certain circumstances, be construed as having an anti-takeover effect. Although not designed or intended for such purposes, the effect of the Authorized Shares Amendment might be to render more difficult or to discourage a merger, tender offer, proxy contest or change in this Proxy Statement. Proxies will extendcontrol of us and the removal of management, which stockholders might otherwise deem favorable. For example, the authority of the Board to issue common stock might be used to create voting impediments or to frustrate an attempt by another person or entity to effect a takeover or otherwise gain control of us because the issuance of additional common stock would dilute the voting power of the common stock then outstanding. Our common stock could also be issued to purchasers who would support the Board in opposing a takeover bid which our board determines not to be in our best interests and those of our stockholders. In addition to the Authorized Shares Amendment, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws also include other provisions that may have an anti-takeover effect. These provisions, among other things, permit the Board to issue preferred stock with rights senior to those of the common stock without any further vote or action by the stockholders, provide that special meetings of stockholders may only be voted at,called by the Board and some of our officers, and do not provide for cumulative voting rights, which could make it more difficult for stockholders to effect certain corporation actions and may delay or discourage a change in control. The Board is not presently aware of any adjournment(s)attempt, or contemplated attempt, to acquire control of the Company and the Authorized Shares Amendment is not part of any plan by the Board to recommend or implement a series of anti-takeover measures.

Vote Required

Approval of Proposal 1 requires “For” votes, cast either online by virtual attendance of the Special Meeting.

Alternatively,Meeting or by proxy, of a majority of the outstanding shares of our common stock. If you can votehold your shares in person by attending the Special Meeting. You will be given a ballot at the Special Meeting.

Our board is asking for your proxy. Giving our board your proxy means you authorize it to vote your shares at the Special Meeting in the manner you direct. You may vote for or withhold your vote on the proposals or you mayown name and abstain from voting. All valid proxies received prior to the Special Meetingvoting on this matter, your abstention will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted “FOR” the Extension Amendment and “FOR” the Trust Amendment, and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the Special Meeting.

Stockholders who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Morrow Sodali, at (800) 662-5200 or by sending an e-mail to: GPAQ.info@morrowsodali.com.

Revocability of Proxies

Any proxy may be revoked by the person giving it at any time before the polls close at the Special Meeting. A proxy may be revoked by filing with the Secretary at Gordon Pointe Acquisition Corp., 780 Fifth Avenue South, Naples, Florida 34102, either a written notice of revocation bearing a date later than the date of such proxy or a subsequent proxy relating to the same shares or by attending the Special Meeting and voting in person.

Simply attending the Special Meeting will not constituteeffect as a revocation of your proxy.negative vote. If your shares are held in the name of a broker or other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.

Attendance at the Special Meeting

Only holders of common stock, their proxy holders and guests we may invite may attend the Special Meeting. If you wish to attend the Special Meeting in person but you hold your shares through someone else, such as a broker and you must bring proof of your ownership and identification with a photo atdo not instruct the Special Meeting. For example, you may bring an account statement showing that you beneficially owned shares of the Company as of the record date as acceptable proof of ownership. In addition, if you wishbroker on how to vote in person at the Special Meeting, you must bring a legal proxy from theon this proposal, your broker bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the rightwill not have authority to vote your shares. Broker non-votes will have the same effect as a negative vote. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum.

Solicitation of ProxiesTHE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF PROPOSAL 1.

Your proxy is being solicited by our board on the proposals being presented to stockholders at the Special Meeting. The Company has agreed to pay Morrow Sodali a fee of $22,500. The Company will reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. You may contact Morrow Sodali at:7

Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

Tel: (800) 662-5200

Banks and brokers can call collect at (203) 658-9400

Email: GPAQ.info@morrowsodali.com

The cost of preparing, assembling, printing and mailing this Proxy Statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the Special Meeting, will be borne by the Company.

Some banks and brokers have customers who beneficially own common stock listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding common stock is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.

No Right of Appraisal

The Company stockholders do not have appraisal rights under the DGCL in connection with the proposals to be voted on at the Special Meeting.

Accordingly, our stockholders have no right to dissent and obtain payment for their shares.

Other Business

We are not currently aware of any business to be acted upon at the Special Meeting other than the matters discussed in this Proxy Statement. The form of proxy accompanying this Proxy Statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Special Meeting and with respect to any other matters which may properly come before the Special Meeting. If other matters do properly come before the Special Meeting, or at any adjournment(s) of the Special Meeting, we expect that the shares of common stock represented by properly submitted proxies will be voted by the proxy holders in accordance with the recommendations of our board.

Principal Executive Offices

Our principal executive offices are located at 780 Fifth Avenue South, Naples, Florida 34102. Our telephone number at such address is (412) 960-4687.

SECURITYBENEFICIAL OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERSSECURITIES

We have no compensation plans under which equity securities are authorized for issuance.

The following table sets forth information available to us at April 9, 2020 with respect toregarding the beneficial ownership of ourthe Common Stock held by:as of August 31, 2020:

·

each person known by the Company to be the beneficial owner of more than 5% of the Common Stock of the Company;

·

each of the Company’s officers and directors; and

·

all executive officers and directors of the Company as a group.

Beneficial ownership is determined according to the rules of the Commission, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. The information below is based upon the Schedule 13D’s, Form 3’s and Form 4’s filed by certain of the parties below.

The beneficial ownership percentages set forth in the table below are based on 31,849,336 shares of Common Stock issued and outstanding as of August 31, 2020.

Unless otherwise indicated, we believethe Company believes that all persons named in the table have sole voting and investment power with respect to all shares of common stockCommon Stock beneficially owned by them.

* Less than 1%.

1

Unless otherwise noted, the business address of each of those listed in the table is 2626 Fulton Drive NW, Canton, OH 44718.

2

In accordance with his employment agreement and the terms of the Company’s 2020 Omnibus Incentive Plan, Mr. Crawford is entitled to receive 715,929 restricted shares of Company Common Stock upon the effectiveness of a registration statement covering those shares. One-third of those restricted shares vest immediately after the effectiveness of that registration statement, upon the first anniversary of the closing of the Business Combination and upon the second anniversary of such closing.

8

3

Mr. Dolan may be deemed to beneficially own 1,635,772 shares of Common Stock through his ownership of membership interests in Gordon Pointe Management, LLC and as the managing member of Gordon Pointe Management, LLC. Mr. Dolan may also be deemed to beneficially own (a) 3,457,393 shares of Common Stock issuable upon the exercise of 2,432,500 private placement warrants held by Gordon Pointe Management, LLC with an exercise price of $11.50 per share and (b) 43,478 shares of Common Stock issuable to Gordon Point Management, LLC upon the conversion of a $500,000 convertible note of the Company with a conversion price of $11.50 per share. These instruments are exercisable or convertible within 60 days. Does not include 325,000 shares of Common Stock granted by Mr. Dolan and Gordon Point Management, LLC to various trusts or estate planning vehicles for certain Dolan grandchildren and other Dolan family members that are managed by Mr. Dolan’s adult children, over which Mr. Dolan disclaims beneficial ownership. For purposes of calculating his percentage ownership, the shares outstanding of the Company include the shares issuable to Gordon Pointe Management, LLC upon the exercise of the warrants and the conversion of convertible notes.

4

Mr. Lichter may be deemed to beneficially own (a) 4,314,605 shares of Common Stock through his indirect ownership of membership interests in CH Capital Lending, LLC, (b) 782,609 shares of Common Stock issuable to CH Capital Lending, LLC upon the conversion of a $9,000,000 convertible note of the Company with a conversion price of $11.50 per share, and (c) 407,479 shares of Common Stock through his indirect control over American Capital Center, LLC. The following table does not reflect record orconvertible notes are convertible within 60 days. Mr. Lichter may also be deemed to beneficially own 15,027,837 shares of Common Stock through his indirect ownership interest in IRG Canton Village Member, LLC, which in turn owns approximately a 76.8% interest in HOF Village, LLC. HOF Village, LLC owns 15,027,837 shares of Common Stock. He may also be deemed to beneficially own 3,457,393 shares of Common Stock issuable upon the exercise of 2,432,500 private placement warrants held by HOF Village, LLC with an exercise price of $11.50 per share. The warrants are exercisable within 60 days. Mr. Lichter disclaims beneficial ownership of the Private Placement Warrants, as they are not exercisable within 60 days of April 9, 2020.

PROPOSAL NO. 1 AND PROPOSAL NO. 2 —
THE EXTENSION AMENDMENT AND THE TRUST AMENDMENT

The Extension Amendment

The proposed Extension Amendment would amend our existing Charter to extend the date by which the Company has to consummate a business combination (the “Extension”) from May 14, 2020 to [_________] (the “Extended Date”). A copy of the proposed amendment to our Charter is attached to this Proxy Statement asAnnex A. All stockholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.

All holders of the Company’s public shares, whether they vote “FOR” or “AGAINST” the Extension Amendment, or do not vote at all, will be permitted to redeem all or a portion of their public shares into their pro rata portion of the Trust Account, provided that the Extension is implemented. Approval of the Extension Amendment and the Trust Amendment are both a condition to the implementation of the Extension. In addition, we will not proceed with the Extension if the number of redemptions of our public shares causes us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment and Trust Amendment proposals.

If the Extension Amendment is approved, the Company’s Sponsor has agreed to contribute to the Company as a loan (such loan being referred to herein as the “Contribution”) [$__] for each share of common stock issued in our IPO (the “public shares”) that is not redeemed in connection with the stockholder vote to approve the extension of the deadline to complete a business combination from May 14, 2020 to [_________]. Accordingly, assuming no public shares are redeemed, if the Company extends the deadline, then the Sponsor would make an aggregate Contribution of approximately [$__]. The Contribution will be deposited in the Trust Account on the date that the Extension is approved. The Sponsor will not make any Contribution unless the Extension Amendment and the Trust Amendment are approved and the Extension is completed. The Contribution will not bear any interest and will be repayable by the Company to the Sponsor or its affiliates upon consummation of the proposed business combination. The loan will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any funds held outsideactual pecuniary interest. For purposes of calculating his percentage ownership, the Trust Account.

The Trust Amendment

The purpose of the Trust Amendment is to amend the Company’s Trust Agreement to extend the date on which the Trustee must liquidate the trust account if the Company has not completed a business combination from May 14, 2020 to [_________], and to permit the withdrawal of funds from the Trust Account to pay stockholders who properly exercise their redemption rights in connection with the Extension Amendment. A copy of the proposed amendment to the Trust Agreement is attached to this proxy statement asAnnex B. All stockholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.

Reasons for the Proposals

The Company’s amended and restated charter, as previously amended, provides that the Company had until May 14, 2020 to complete a business combination. However, there may not be sufficient time before May 14, 2020 to complete the proposed business combination. The Company’s IPO prospectus and charter stated that if the Company’s stockholders approve an amendment to the Company’s charter that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if we do not complete our business combination before May 14, 2020, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Because the Company will not be able to complete the proposed business combination by May 14, 2020, the Company has determined to seek stockholder approval to extend the time for closing a business combination beyond May 14, 2020 to the Extended Date. If the Extension Amendment and Trust Amendment are approved, the Company will seek stockholder approval of the proposed business combination.

Approval of the Extension Amendment and the Trust Amendment are both a condition to the implementation of the Extension. If the Extension Amendment or the Trust Amendment is not approved and we have not consummated a business combination by May 14, 2020, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders as stockholders of the Company (includinginclude the rightshares of Common Stock issuable upon the warrants to receive further liquidation distributions, if any), subjectHOF Village, LLC and upon the convertible notes to applicable law, and (iii) as promptly as reasonably possible following such redemption, subjectCH Capital Lending, LLC.

5

Mr. Klein may be deemed to the approvalbeneficially own 1,078,984 shares of the remaining stockholders and our boardCommon Stock through his ownership of membership interests in accordance with applicable law, dissolve and liquidate, subject in each caseThe Klein Group, LLC. Mr. Klein may also be deemed to our obligations under Delaware law to provide for claimsbeneficially own (a) 928,455 shares of creditors and other requirements of applicable law.

There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor, our officers and directors and our other initial stockholders will not receive any monies held in the Trust AccountCommon Stock as a result of theirhis ownership of the Founder Shares or the Private Placement Warrants.

The affirmative voteM. Klein & Associates, Inc., which owns membership interests in HOF Village, LLC, and (b) 419,382 shares of at least 65% of the Company’s outstanding common stock, including the Founder Shares, will be required to approve the Extension Amendment and the Trust Amendment.

If the Extension Amendment and Trust Amendment Proposals Are Not Approved

If the Extension Amendment or the Trust Amendment is not approved and we have not consummated a business combination by May 14, 2020, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders as stockholders of the Company (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law.

There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor, our officers and directors and our other initial stockholders will not receive any monies held in the Trust AccountCommon Stock as a result of theirhis minority ownership interests in M. Klein and Company, LLC, which beneficially owns 419,382 shares. Mr. Klein disclaims beneficial ownership of the Founder Shares orshares of Common Stock owned by HOF Village, LLC and M. Klein and Company, LLC except to the Private Placement Warrants.extent of any actual pecuniary interest.

6

Our board will abandonHOF Village, LLC beneficially owns 15,027,837 shares of Common Stock. It also beneficially owns 3,457,393 shares of Common Stock issuable upon the Extension Amendment andexercise of 2,432,500 private placement warrants held by HOF Village, LLC with an exercise price of $11.50 per share. The warrants are exercisable within 60 days. For purposes of calculating its percentage ownership, the Trust Amendment proposals if our stockholders do not approve both the Extension Amendment and the Trust Amendment. In addition, notwithstanding stockholder approvalshares outstanding of the Extension Amendment andCompany include the Trust Amendment, our board will retainshares of Common Stock issuable to HOF Village, LLC upon the right to abandon and not implement the Extension Amendment and the Trust Amendment at any time without any further action by our stockholders.

If the Extension Amendment and Trust Amendment Proposals Are Approved

If the Extension Amendment and the Trust Amendment proposals are approved, the approvalexercise of the Trust Amendment will constitute consentwarrants.

7

HOF Village, LLC, National Football Museum, Inc. and Gordon Pointe Management, LLC are parties to a director nominating agreement. See the discussion under “Management – Director Nominating Agreement” in this prospectus. As a result of these relationships, these persons may be deemed to be a group for the Company to (i) remove from the Trust Account an amount (the “Withdrawal Amount”), equal to the numberpurposes of public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be netSection 13(d) of franchise and income taxes payable), divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Amendment and the Trust Amendment proposals are approved.

If the Extension Amendment and the Trust Amendment are approved, the Company will file an amendment to the Charter with the Secretary of State of the State of Delaware in the form ofAnnex A hereto to extend the time it must complete a business combination until the Extended Date. The Company will remain a reporting company under the Exchange Act and its units, common stocktherefore may be deemed to beneficially own 25,065,543 shares of Common Stock (exclusive of warrants and warrants will remain publicly traded. The Company will continue to work to consummate a business combination by the Extended Date.

Notwithstanding stockholder approvalconvertible notes), or approximately 78.8% of the Extension AmendmentCommon Stock outstanding. Taking into account the warrants and convertible notes, they may be deemed to collectively beneficially own 32,806,416 shares of Common Stock, or 82.9% of the Common Stock outstanding after the exercise of the warrants and the Trust Amendment, our board will retainconversion of the rightconvertible notes.

8

CH Capital Lending, LLC beneficially owns (a) 4,314,605 shares of Common Stock, and (b) 782,609 shares of Common Stock issuable to abandon and not implement the Extension Amendment and the Trust Amendment at any time without any further action by our stockholders.

Redemption Rights

If the Extension Amendment and Trust Amendment proposals are approved, and the Extension is implemented, public stockholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to such approval, including interest earned on the Trust Account deposits (which interest shall be net of franchise and income taxes payable), divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If the Extension Amendment and the Trust Amendment are approved by the requisite vote of stockholders, the remaining holders of public shares will retain the opportunity to have their public shares redeemedit upon the consummationconversion of a $9,000,000 convertible note of the initial business combination, subject to any limitations set forth in our Charter, as amended. In addition, public stockholders who do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completedwith a business combination by the Extended Date.

TO DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN DAYLIGHT TIME ON MAY [12], 2020 (TWO BUSINESS DAYS BEFORE THE SPECIAL MEETING), YOU MUST EITHER PHYSICALLY TENDER YOUR STOCK CERTIFICATES TO THE TRANSFER AGENT OR DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC SYSTEM, AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN.

In connection with tendering your shares for redemption, you must elect either to (x) physically tender your stock certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York, 10004, Attn: Mark Zimkind, or (y) deliver your shares to the transfer agent electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) system, which election would likely be determined based on the manner in which you hold your shares.You must tender your shares in the manner described above prior to 5:00 p.m. Eastern daylight time on May [12], 2020 (two business days before the Special Meeting) in order to exercise your redemption rights in connection with the Extension.The requirement for physical or electronic delivery prior to the vote at the Special Meeting ensures that a redeeming holder’s election is irrevocable once the Extension Amendment and the Trust Amendment are approved. In furtherance of such irrevocable election, stockholders making the election will not be able to tender their shares after the vote at the Special Meeting. The Company will provide public stockholders with another opportunity to redeem their shares for cash in connection with the vote on any proposed business combination when and if one is submitted to stockholders.

Through the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Shares that have not been tendered in accordance with these procedures prior to the vote on the Extension Amendment and the Trust Amendment will not be redeemed for cash held in the Trust Account. In the event that a public stockholder tenders its shares and decides prior to the vote at the Special Meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Special Meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and the Extension Amendment and the Trust Amendment are not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Extension Amendment and the Trust Amendment will not be approved. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment and the Trust Amendment would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.

If properly demanded, and if the Extension Amendment and Trust Amendment are approved, the Company will redeem each public share for a per- share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account two business days prior to such approval, including interest earned on the Trust Account deposits (which interest shall be net of franchise and income taxes payable), divided by the number of then outstanding public shares. As of March 31, 2020, there was approximately $38 million in the Trust Account. If the Extension Amendment is approved and the Extension is completed, the redemption price per share at the meeting for the proposed business combination or the Company’s subsequent liquidation will be approximately [$____] per share (without taking into account any interest), in comparison to the current redemptionconversion price of approximately $10.76$11.50 per share. The closing priceconvertible note is convertible within 60 days. For purposes of calculating its percentage ownership, the shares outstanding of the Company’s common stock on April 9, 2020 was $10.72. The Company cannot assure stockholders that they will be able to sell theirinclude the shares of the Company’s common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

If you exercise your redemption rights, you will be exchanging your shares of the Company’s common stock for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your shares to the Company’s transfer agent prior to 5:00 p.m. Eastern daylight time on May [12], 2020 (two business days before the Special Meeting). The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment and the Trust Amendment would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment.

Material U.S. Federal Income Tax Consequences

The following discussion is a general summary of certain material U.S. federal income tax consequences to the Company’s stockholders with respect toCommon Stock issuable upon the exercise of redemption rightsthe warrants described in connection withnote 5 above and the approvalconversion of the Extension Amendmentconvertible notes. The business address of CH Capital Lending, LLC is 11111 Santa Monica Boulevard, Suite 800, Los Angeles, CA 90025.

9

Each of IRG Canton Village Member, LLC and IRG Canton Village Manager, LLC may be deemed to beneficially own 15,027,837 shares of Common Stock through the former’s indirect (approximately 74.9%) ownership interest therein and the Trust Amendment. This discussion is based on the Internal Revenue Codelatter’s role as manager of 1986, as amended (the “Code”), laws, regulations, rulings and decisions in effect on the date hereof, allit. For similar reasons, each may also be deemed to beneficially own 3,457,393 shares of which are subject to change, possibly with retroactive effect, and to varying interpretations, which could result in U.S. federal income tax consequences different from those described below. This discussion does not address the tax consequences to stockholders under any state, local, or non-U.S. tax laws or any other U.S. federal tax, including the alternative minimum tax provisions of the Code and the net investment income tax.

This discussion applies only to stockholders of the Company who are U.S. Holders (as defined below) and who hold their shares as a “capital asset,” as defined in the Code. A stockholder is a U.S. Holder for U.S. federal income tax purposes if such stockholder is (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that was created or organized in the U.S. or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or (b) such trust has in effect a valid election to be treated as a United States person.

This discussion does not address all of the U.S. federal income tax consequences that may be relevant to particular stockholders in light of their individual circumstances or to certain types of stockholders subject to special treatment under the Code, including, without limitation, regulated investment companies, real estate investment trusts, controlled foreign corporations, passive foreign investment companies, cooperatives, banks and certain other financial institutions, insurance companies, tax exempt organizations, retirement plans, stockholders that are, or hold shares through, partnerships or other pass through entities for U.S. federal income tax purposes or investors therein, U.S. Holders (as defined below) whose functional currency is not the U.S. dollar, dealers in securities or foreign currency, traders that mark to market their securities, certain former citizens and long-term residents of the United States, and stockholders holding Company shares as a part of a straddle, hedging, constructive sale or conversion transaction.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes is a stockholder, the tax treatment of a partner will generally dependCommon Stock issuable upon the statusexercise of the partner2,432,500 private placement warrants held by HOF Village, LLC with an exercise price of $11.50 per share. The warrants are exercisable within 60 days. Each of IRG Canton Village Member, LLC and the activitiesIRG Canton Village Manager, LLC disclaims beneficial ownership of the partnership. Partners should consult their own tax advisors regarding the specific tax consequences to them of their partnership making the Election.

No legal opinion of any kind has been or will be sought or obtained regarding the U.S. federal income tax or any other tax consequences of making or not making the Election. In addition, the following discussion is not binding on the U.S. Internal Revenue Service (“IRS”) or any other taxing authority, and no ruling has been or will be sought or obtained from the IRS or other taxing authority with respect to any of the U.S. federal income tax consequences or any other tax consequences that may arise in connection with the Election. There can be no assurance that the IRS or other taxing authority will not challenge any of the general statements made in this summary or that a U.S. court or other judicial body would not sustain such a challenge.

THE FOLLOWING DISCUSSION IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS TAX ADVICE. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU OF MAKING OR NOT MAKING THE ELECTION, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX RULES AND POSSIBLE CHANGES IN LAWS THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED IN THIS PROXY STATEMENT.

U.S. Federal Income Tax Treatment of Non-Electing Stockholders

A stockholder who does not make the Election (including any stockholder who votes in favor of the Extension Amendment and the Trust Amendment) will continue to own hisall shares and warrants, and will not recognize any income, gain or loss for U.S. federal income tax purposesheld by reason of the Extension Amendment and the Trust Amendment.

U.S. Federal Income Tax Treatment of Electing Stockholders

A U.S. Holder who makes the Election will receive cash in exchange for the tendered shares, and will be considered for U.S. federal income tax purposes either to have made a sale of the tendered shares (a “Sale”), or will considered to have received a distribution with respect to his shares (a “Distribution”) that may be treated as (i) dividend income, (ii) or a nontaxable recovery of basis in his investment in the tendered shares, or (iii) gain (but not loss) as if the shares with respect to which the Distribution was made had been sold.

If a redemption of shares is treated as a Sale, the U.S. Holder will recognize gain or loss equal to the difference between the amount of cash received in the redemption and the U.S. Holder’s adjusted tax basis in the redeemed shares. Any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holding period of the redeemed shares exceeds one year as of the date of the redemption. A U.S. Holder’s adjusted tax basis in the redeemed shares generally will equal the U.S. Holder’s acquisition cost for those shares. If the holder purchased an investment unit consisting of both shares and warrants, the cost of such unit must be allocated between the shares and warrants that comprised such unit based on their relative fair market values at the time of the purchase. Calculation of gain or loss must be made separately for each block of shares owned by a U.S. Holder.

A redemption will be treated as a Sale with respect to a U.S. Holder if the redemption of the U.S. Holder’s shares (i) results in a “complete termination” of the U.S. Holder’s interest in the Company, (ii) is “substantially disproportionate” with respect to the U.S. Holder or (iii) is “not essentially equivalent to a dividend” with respect to such U.S. Holder. In determining whether any of these tests has been met, each U.S. Holder must consider not only shares actually owned but also shares deemed to be owned by reason of applicable constructive ownership rules. A U.S. Holder may be considered to constructively own shares that are actually owned by certain related individuals or entities. In addition, a right to acquire shares pursuant to a warrant causes the covered shares to be constructively owned by the holder of the warrant. Accordingly, any U.S. Holder who has tendered all of his actually owned shares for redemption but continues to hold warrants after the redemption will generally not be considered to have experienced a complete termination of his interest in the Company.

In general, a distribution to a U.S. Holder in redemption of shares will qualify as “substantially disproportionate” only if the percentage of the Company’s shares that are owned by the U.S. Holder (actually and constructively) after the redemption is less than 80% of the percentage of outstanding Company shares owned by such U.S. Holder before the redemption. Whether the redemption will result in a more than 20% reduction in a U.S. Holder’s percentage interest in the Company will depend on the particular facts and circumstances, including the number of other tendering U.S. Holders that are redeemed pursuant to the Election.

Even if the redemption of a U.S. Holder’s shares in connection with the Extension Amendment and the Trust Amendment is not treated as a Sale under either the “complete redemption” test or the “substantially disproportionate” test described above, the redemption may nevertheless be treated as a Sale of the shares (rather than as a Distribution) if the effect of the redemption is “not essentially equivalent to a dividend” with respect to that U.S. Holder. A redemption will satisfy the “not essentially equivalent to a dividend” test if it results in a “meaningful reduction” of the U.S. Holder’s equity interest in the Company. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority U.S. Holder in a publicly held corporation who exercises no control over and does not participate in the management of our corporate affairs may constitute such a meaningful reduction. However, the applicability of this ruling is uncertain and U.S. Holders who do not qualify for Sale treatment under either of the other two tests should consult their own tax advisors regarding the potential application of the “not essentially equivalent to a dividend” test to their particular situations.

If none of the tests for Sale treatment are met with respect to a U.S. Holder, amounts received in exchange for the U.S. Holder’s redeemed shares will be taxable to the U.S. Holder as a “dividend”HOF Village, LLC, except to the extent of such U.S. Holder’s ratable shareany actual pecuniary interest. For purposes of calculating their percentage ownership, the shares outstanding of the Company’s current and accumulated earnings and profits. Although it is believed thatCompany include the Company presently has no accumulated earnings and profits, it will not be possible to definitely determine whethershares of Common Stock issuable upon the Company will have, asexercise of the endwarrants and the conversion of the convertible notes described in note 5 above. The business address of IRG Canton Village Member, LLC and IRG Canton Village Manager, LLC is 11111 Santa Monica Boulevard, Suite 800, Los Angeles, CA 90025.

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National Football Museum, Inc. beneficially owns 3,679,850 shares of Common Stock. National Football Museum, Inc. may also be deemed to beneficially own 2,629,871 shares of Common Stock as a result of its taxable year, any current earnings. If there are no current or accumulated earnings or the amountownership of the Distribution to the U.S. Holder exceeds his sharemembership interests in HOF Village, LLC. National Football Museum, Inc. disclaims beneficial ownership of earnings and profits, the excess of redemption proceeds over any portion that is taxable as a dividend will be treated as a non-taxable return of capital to the U.S. Holder (to the extent of the U.S. Holder’s adjusted tax basis in the redeemed shares). Any amounts received in the Distribution in excess of the U.S. Holder’s adjusted tax basis in the redeemedall shares will constitute taxable gain of the same character as if the shares had been transferred in a Sale, and thus will result in recognition of capital gainheld by HOF Village, LLC, except to the extent of such excess. Ifany actual pecuniary interest. The business address of National Football Museum, Inc. is 2121 George Halas Dr. NW, Canton, OH 44708.

11

Gordon Pointe Management, LLC beneficially owns 1,635,772 shares of Common Stock. It also beneficially owns (a) 3,457,393 shares of Common Stock issuable upon the amounts received by a tendering U.S. Holder are required to be treated as a “dividend,” the tax basis in the shares that were redeemed (after an adjustment for non-taxable returnexercise of capital discussed above) will be transferred to any remaining shares2,432,500 private placement warrants held by such U.S. Holder. Ifit with an exercise price of $11.50 per share, and (b) 43,478 shares of Common Stock issuable upon the redemption is treated as a dividend but the U.S. Holder has not retained any actually owned shares, the U.S. Holder should consult his own tax advisor regarding possible allocation of the basis in the redeemed shares to other interests in the Company.

Information Reporting and Backup Withholding

Gross proceeds from the redemption of shares in connection with the approval of the Extension Amendment and the Trust Amendment may be subject to information reporting. Additionally, U.S. federal income tax laws require that, in order to avoid potential backup withholding in respect of certain “reportable payments”, each tendering U.S. Holder (or other payee) must either (i) provide to the Company such U.S. Holder’s correct taxpayer identification number (“TIN”) (or certify under penalty of perjury that such U.S. Holder is awaiting a TIN) and certify that (A) such U.S. Holder has not been notified by the IRS that such U.S. Holder is subject to backup withholding as a resultconversion of a failure to report all interest and dividends or (B) the IRS has notified such U.S. Holder that such U.S. Holder is no longer subject to backup withholding, or (ii) provide an adequate basis for exemption. Each tendering U.S. Holder is required to make such certifications by providing the Company a signed copy of IRS Form W-9. Exempt tendering U.S. Holders are not subject to backup withholding and reporting requirements, but will be required to certify their exemption from backup withholding on an applicable form. If the Company is not provided with the correct TIN or an adequate basis for exemption, the relevant tendering U.S. Holder may be subject to a $50 penalty imposed by the IRS, and any “reportable payments” made to such U.S. Holder pursuant to the redemption will be subject to backup withholding in an amount equal to 24% of such “reportable payments.”

Amounts withheld, if any, are generally not an additional tax and may be refunded or credited against the stockholder’s U.S. federal income tax liability, provided that the stockholder timely furnishes the required information to the IRS.

As previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any stockholder. We once again urge you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the Extension Amendment and the Trust Amendment.

Required Vote

The affirmative vote by holders of at least 65% of the Company’s outstanding common stock, including the Founder Shares, is required to approve the Extension Amendment and the Trust Amendment. If the Extension Amendment is not approved, the Extension will not be implemented and the Company will be required by its charter to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders as stockholders$500,000 convertible note of the Company (includingpayable to it with a conversion price of $11.50 per share. These instruments are exercisable or convertible within 60 days. For purposes of calculating its percentage ownership, the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law.

All of our directors, executive officers, other initial stockholders and their respective affiliates are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor of the Extension Amendment and the Trust Amendment. On the record date, our Sponsor, our officers and directors and our other initial stockholders own approximately 38.9% of our issued and outstanding shares of common stock, including all of the Founder Shares.

Interests of the Company’s Directors and Officers

When you consider the recommendation of our board, you should keep in mind that the Company’s executive officers and members of our board of directors have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

Recommendation

As discussed above, after careful consideration of all relevant factors, our board has determined that the Extension Amendment and Trust Amendment proposals are in the best interests of the Company and its stockholders. Our board has approved and declared advisable adoptioninclude the shares issuable to it upon the exercise of the Extension Amendmentwarrants and Trust Amendment proposals.

Our board recommends that you vote “FOR” the Extension Amendment and Trust Amendment proposals. Our board expresses no opinion as to whether you should redeem your public shares.

STOCKHOLDER PROPOSALS

No date for the Company’s annual meeting of stockholders (the “Annual Meeting”) has been set. You may submit proposals, including recommendations of director candidates, for consideration at annual meetings of stockholders. Our bylaws provide for advance notice procedures to recommend a person for nomination as a director or to propose business to be considered by stockholders at a meeting. For the Annual Meeting, such nominations or proposals, other than those made by or at the directionconversion of the boardconvertible notes. The business address of directors, must be submitted in writing and received by our Secretary at our principal executive offices located atGordon Pointe Management, LLC is 780 Fifth Avenue, South Naples, FL 34102, not later than34102.

9

HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the close of business on the later of (x) the 90th calendar day prior to the Annualdelivery requirements for Special Meeting and (y) the 10th calendar day following the day on which public disclosure of the date of the Annual Meeting is first made. Such nominations or proposals also must complymaterials with all applicable requirements of the rules and regulations of the SEC. The presiding officer of the Annual Meeting may refuse to acknowledge the introduction of your proposal if it is not made in compliance with the foregoing procedures or the applicable provisions of our bylaws. If a stockholder who has notified the Company of his or her intention to present a proposal at an Annual Meeting does not appear to present his or her proposal at such meeting, such proposal will be disregarded.

In addition, for a stockholder proposal to be considered for inclusion in our proxy statement for the Annual Meeting, the proposal must be submitted in writing and received by our Secretary at our principal executive offices at the address above a reasonable time before we begin to print and send our proxy materials for the Annual Meeting.

A copy of the full text of the bylaw provisions discussed above may be obtained by writing to our Secretary at our principal executive offices at the address above. All notices of proposals by stockholders, whether or not to be considered for inclusion in our proxy materials, should be sent to our Secretary at our principal executive offices.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

Pursuant to the rules of the SEC, the Company and its agents that deliver communications to its stockholders are permitted to deliverrespect to two or more stockholders sharing the same address by delivering a single copyset of the Company’s Proxy Statement. Upon written or oral request, the CompanySpecial Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

For this meeting, a number of brokers with account holders who are HOFRE stockholders will deliver a separate copy of the Proxy Statement to any stockholder at a shared address who wishes to receive separate copies of such documents in the future. Stockholders receiving multiple copies of such documents may likewise request that the Company deliver single copies of such documents in the future. Stockholders may notify the Company of their requests by calling or writing the Company at the Company’s principal executive offices at 780 Fifth Avenue South, Naples, FL 34102, (412) 960-4687, Attn: Secretary.

WHERE YOU CAN FIND MORE INFORMATION

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet web site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file electronically with the SEC at www.sec.gov.

This Proxy Statement describes the material elements of relevant contracts, exhibits and other information attached as annexes to this Proxy Statement. Information and statements contained in this Proxy Statement are qualified in all respects by reference to the copy of the relevant contract or other document included as an annex to this document.

You may obtain additional copies of this Proxy Statement, at no cost, and you may ask any questions you may have about the Extension Amendment or the Trust Amendment by contacting us at the following address, telephone number or facsimile number:

Gordon Pointe Acquisition Corp.
780 Fifth Avenue South

Naples, FL 34102

Tel: (412) 960-4687

You may also obtain these documents at no cost by requesting them in writing or by telephone frombe “householding” the Company’s proxy solicitation agentmaterials. A single set of Special Meeting materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at the following addressany time, you no longer wish to participate in “householding” and telephone number:

Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

Tel: (800) 662-5200

Banks and brokers can call collect at (203) 658-9400

Email: GPAQ.info@morrowsodali.com

In orderwould prefer to receive timely deliverya separate set of Special Meeting materials, please notify your broker or HOFRE. Direct your written request to the attention of the documents in advanceSecretary of Hall of Fame Resort & Entertainment Company, 2626 Fulton Drive NW, Canton, OH 44718 or call us at (330) 458-9176. Stockholders who currently receive multiple copies of the Special Meeting you must make yourmaterials at their addresses and would like to request “householding” of their communications should contact their brokers.

OTHER MATTERS

The Board knows of no other matters that will be presented for information no later than May 1, 2020.

Annex Aconsideration at the Special Meeting. If any other matters are properly brought before the Special Meeting, it is the intention of the person named in the accompanying proxy to vote on such matters in accordance with his best judgment.

AMENDMENT NO. 410

TO

APPENDIX A

CERTIFICATE OF AMENDMENT

OF THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

GORDON POINTE ACQUISITION CORP.HALL OF FAME RESORT & ENTERTAINMENT COMPANY

Pursuant to Section 245Hall of the

Delaware General Corporation Law

The undersigned, being a duly authorized officer ofGORDON POINTE ACQUISITION CORP.(the “Corporation”),Fame Resort & Entertainment Company, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

(b) Immediately afterFIRST: That the Offering, a certain amountBoard of Directors of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriter’s over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the Securities and Exchange Commission on December 22, 2017, as amended (the “Registration Statement”), shall be deposited induly adopted resolutions setting forth a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay franchise and income taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earlier of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by [_________], 2020; and (iii) the redemption of shares in connection with a vote seeking to amend any provisionsproposed amendment of the Amended and Restated Certificate relatingof Incorporation of the Corporation, declaring said amendment to stockholders’ rights or pre-initial Business Combination activity (as described inbe advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that Section 9.7). Holders4.1 of the Amended and Restated Certificate of Incorporation of the Corporation be amended by changing the number of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of Gordon Pointe Management, LLC (the “Sponsor”) or officers or directors of the Corporation) are referred to herein as “Public Stockholders.”

(d) In the event thatstock the Corporation has not consummated an initial Business Combination by [_________],is authorized to issue, so that, as amended, Section 4.1 reads as follows:

Section 4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock which the Corporation shall (i) cease all operations except for the purposehave authority to issue is 305,000,000, of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100%which 300,000,000 shares shall be common stock of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

Additional Redemption Rights. If, in accordance withSection 9.1(a), any amendment is made toSection 9.2(d) that would affect the substance or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination by [_________], then the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its franchise and income taxes, divided by the number of then outstanding Offering Shares. The Corporation’s ability to provide such opportunity is subject to the Redemption Limitation.

IN WITNESS WHEREOF, Gordon Pointe Acquisition Corp. has caused this Amendment to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of the [__] day of May, 2020.

Annex B

AMENDMENT NO. 4 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT

THIS AMENDMENT NO. 4 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of [___________], by and between Gordon Pointe Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).

WHEREAS, on January 30, 2018, the Company consummated an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”Stock”), and one warrant to purchase one share of Common Stock;

WHEREAS, the Company entered into an Underwriting Agreement with B. Riley FBR, Inc., as representative (the “Representative”)5,000,000 shares shall be preferred stock of the several underwriters (the “par value of $0.0001 per share (“UnderwritersPreferred Stock”) named therein (the “Underwriting Agreement”);.

WHEREAS, $126,250,000SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the gross proceedsstockholders of the OfferingCorporation was duly called and saleheld upon notice in accordance with Section 222 of the Placement Warrants (as defined in the Underwriting Agreement) were delivered to the Trustee to be deposited and held in a segregated trust account located in the United States (the “Trust Account”) for the benefitGeneral Corporation Law of the Company andState of Delaware at which meeting the holdersnecessary number of shares as required by statute were voted in favor of the Company’s Common Stock included in the Units issued in the Offering pursuant to the investment management trust agreement made effective as of January 24, 2018, by and between the Company and the Trustee (as amended, the “Original Agreement”) (the amount delivered to the Trustee (and any interest subsequently earned thereon), including the proceeds from any loans made by the Company’s sponsor or its affiliates in connection with the Extension Amendment (as hereinafter defined) is referred to herein as the “Property”);amendment.

WHEREAS, the Company has sought the approval of its stockholders at a meeting of its stockholders to: (i) extend the date before which the Company must complete a business combination from May 14, 2020 to [_________] (the “Extension Amendment”) and (ii) extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed a business combination from May 14, 2020 to [_________] (the “Trust Amendment”);

WHEREAS, holders of at least sixty-five percent (65%) of the Company’s outstanding shares of common stock approved the Extension Amendment and the Trust Amendment; and

WHEREAS, the parties desire to amend and restate the Original Agreement to, among other things, reflect amendments to the Original Agreement contemplated by the Trust Amendment.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and onlyTHIRD: That said amendment was duly adopted in accordance with the termsprovisions of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as eitherExhibit A orExhibit B signed on behalfSection 242 of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or ChairmanGeneral Corporation Law of the boardState of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) [_________], if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached asExhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date;provided,however, that in the event the Trustee receives a Termination Letter in a form substantially similar toExhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by [_________], the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;Delaware.

A-1

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

Vote by Internet, Smartphone or Tablet - QUICK * * *EASY

IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail

▲ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ▲

[

Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first set forth above.

 Signature, if held jointly  Date , 2020

[FORM OF PROXY CARD]Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.

GORDON POINTE ACQUISITION CORP.

Important Notice Regarding the Internet Availability of
Proxy Materials for the Special Meeting of Stockholders
of Hall of Fame Resort & Entertainment Company
To Be Held on November 3, 2020

To view the Special Meeting Proxy Statement
and to Attend the Special Meeting, please go to:
https://www.cstproxy.com/hofreco/sm2020

▲ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ▲

PROXY

THIS PROXY IS SOLICITED BYON BEHALF OF THE BOARD OF DIRECTORS

FOR THE SPECIAL MEETING

HALL OF SHAREHOLDERS TO BE HELD ONFAME RESORT & ENTERTAINMENT COMPANY

May [14], 2020

The undersigned revoking any previousappoints Michael Crawford and Jason Krom, and each of them, as proxies, relatingeach with the power to these shares, hereby acknowledges receiptappoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the Noticeshares of common stock of Hall of Fame Resort & Entertainment Company held of record by the undersigned at the close of business on September 25, 2020 at the Special Meeting of Stockholders (the “Special Meeting”) and accompanying Proxy Statement, dated April [__], 2020, in connection with the Special Meetingof Hall of Fame Resort & Entertainment Company to be held on May [14],November 3, 2020, at 9:00 a.m. Eastern daylight time, at the offices of Fox Rothschild LLP, located at 2000 Market Street, 20^th Floor, Philadelphia, Pennsylvania 19103 and hereby appoints James J. Dolan and Douglas L. Hein, and each of them (with full power to act alone), the attorneys-in-fact and proxies of the undersigned, with full power of substitution to each, to vote all shares of the common stock of Gordon Pointe Acquisition Corp. (the “Company”), registered in the name provided, which the undersigned is entitled to vote at the Special Meeting, andor at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in this Proxy Statement.adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.AS INDICATED. IF NO DIRECTIONCONTRARY INDICATION IS MADE, THISTHE PROXY WILL BE VOTED “FOR”IN FAVOR OF PROPOSAL NO. 1 AND PROPOSAL NO. 2 CONSTITUTINGIN ACCORDANCE WITH THE EXTENSION AMENDMENT ANDJUDGMENT OF THE TRUST AMENDMENT.PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.

(Continued, and to be marked, dated and signed, on reversethe other side)

Important Notice Regarding the Availability of Proxy Materials for the

Special Meeting of Shareholders to be held on May [14], 2020:

This notice of meeting and the accompanying Proxy Statement are available at:

[______________________________].

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS.

							Please mark vote as indicated in this example
Proposal No. 1 – Extension Amendment Proposal to amend the Company’s Amended and Restated Certificate of Incorporation, as previously amended, to extend the date by which the Company must consummate a business combination from May 14, 2020 to [_________].		FOR ☐		AGAINST ☐	ABSTAIN ☐
Proposal No. 2 – Trust Amendment Proposal to amend the Investment Management Trust Agreement, dated as of January 24, 2018, as amended, between the Company and Continental Stock Transfer & Trust Company (“Continental”), to extend the date on which Continental must liquidate the Trust Account established in connection with the Company’s initial public offering if the Company has not completed a business combination from May 14, 2020 to [_________].		FOR ☐		AGAINST ☐	ABSTAIN ☐

Signature should agree with named printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign above. Executors, administrators, trustees, guardians and attorneys should indicate the capacity in which they sign. Attorneys should also submit powers of attorney.

PLEASE SIGN, DATE AND RETURN THE PROXY TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF THE PROPOSALS SET FORTH IN PROPOSALS NO. 1 AND PROPOSAL NO. 2 AND WILL GRANT DISCRETIONARY AUTHORITY TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.