DIRECTOR NOMINATING AGREEMENTDirector Nominating Agreement • March 10th, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS DIRECTOR NOMINATING AGREEMENT (this “Agreement”) is made as of _____________, 2020, 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).
Gordon Pointe Management, LLCLetter Agreement • March 10th, 2020 • GPAQ Acquisition Holdings, Inc. • Services-miscellaneous amusement & recreation • Delaware
This amended and restated letter agreement (this “Agreement”) is provided to you in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of September 16, 2019, as amended (the “Merger Agreement”), by and among Gordon Pointe Acquisition Corp (“Acquiror”), GPAQ Acquisition Holdings, Inc. (“Holdings”), GPAQ Acquiror Merger Sub, Inc., GPAQ Company Merger Sub, LLC, HOF Village, LLC (“HOFV”), and HOF Village Newco, LLC. This Agreement hereby amends and restates the terms of that certain letter agreement dated September 16, 2019, between Gordon Pointe Management, LLC (the “Sponsor”) and HOFV (the “Original Agreement”) and supersedes the Original Agreement in its entirety. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
