AGREEMENT AND PLAN OF MERGER dated as of September 16, 2019 by and among GORDON POINTE ACQUISITION CORP, GPAQ Acquisition Holdings, Inc., GPAQ Acquiror Merger Sub, Inc., GPAQ Company Merger Sub, LLC, HOF VILLAGE, LLC and HOF VILLAGE NEWCO, LLCAgreement and Plan of Merger • September 17th, 2019 • Gordon Pointe Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of September 16, 2019, is entered into by and among (i) Gordon Pointe Acquisition Corp, a Delaware corporation (“Acquiror”), (ii) GPAQ Acquisition Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Holdings”), (iii) GPAQ Acquiror Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“Acquiror Merger Sub”), (iv) GPAQ Company Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“Company Merger Sub”; Company Merger Sub and Acquiror Merger Sub are together referred to herein as the “Merger Subs”; the Merger Subs, Acquiror and Holdings are collectively referred to herein as the “Acquiror Parties”), (v) HOF Village, LLC, a Delaware limited liability company (the “Company”), and (vi) HOF Village Newco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Newco”). Each of Acquiror, Holdings,
FORM OF LOCK-UP AGREEMENT1Lock-Up Agreement • September 17th, 2019 • Gordon Pointe Acquisition Corp. • Blank checks • Delaware
This Lock-Up Agreement (this “Agreement”) is executed in connection with the Agreement and Plan of Merger, dated as of September 16, 2019 (the “Merger Agreement”), by and among (i) Gordon Pointe Acquisition Corp, a Delaware corporation (“Acquiror”), (ii) GPAQ Acquisition Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Holdings”), (iii) GPAQ Acquiror Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings, (iv) GPAQ Company Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings, (v) HOF Village, LLC, a Delaware limited liability company (the “Company”), and (vi) HOF Village Newco, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Newco”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Merger Agreement.
FORM OF RELEASE AGREEMENTForm of Release Agreement • September 17th, 2019 • Gordon Pointe Acquisition Corp. • Blank checks • Delaware
This Agreement is being delivered pursuant to the Agreement and Plan of Merger, dated as of September 16, 2019 (as it may be amended, supplemented or modified from time to time in accordance with its terms, and collectively with all the schedules, exhibits and attachments thereto, and all other agreements and documents contemplated thereby, the “Merger Agreement”), by and among (i) Acquiror, (ii) Holdings, (iii) GPAQ Acquiror Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“Acquiror Merger Sub”), (iv) GPAQ Company Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“Company Merger Sub”), (v) the Company, and (vi) Newco.
FORM OF DIRECTOR NOMINATING AGREEMENTForm of Director Nominating Agreement • September 17th, 2019 • Gordon Pointe Acquisition Corp. • Blank checks • Delaware
THIS DIRECTOR NOMINATING AGREEMENT (this “Agreement”) is made as of [________________], by and among GPAQ Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Gordon Pointe Management, LLC (together with its permitted successors and assigns hereunder, the “Sponsor”), HOF Village, LLC, a Delaware limited liability company (together with its permitted successors and assigns hereunder, “HOFV”), and the National Football Museum, Inc., an Ohio non-profit corporation (together with its permitted assigns and successors hereunder, “PFHOF” and together with the Sponsor and HOFV, the “Designated Shareholders”). Holdings, the Sponsor, HOFV and PFHOF are each a “Party” and are collectively the “Parties.” Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Merger Agreement (as defined below).
