Exhibit 4.1


 


NUMBER UNITS

U-


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP [●]


 


GORDON POINTE ACQUISITION CORP.


 


UNITS CONSISTING OF ONE SHARE OF CLASS
A COMMON STOCK AND ONE

WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK


 


THIS CERTIFIES THAT is the owner of Units.


 


Each Unit (“Unit”)
consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Gordon
Pointe Acquisition Corp., a Delaware corporation (the “Company”), and one warrant (each, a “Warrant”).
Each Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject
to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company’s completion
of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with
one or more businesses (each a “Business Combination”), or (ii) twelve (12) months from the closing of
the Company’s initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date
that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption
or liquidation (the “Expiration Date”). The Common Stock and Warrants comprising the Units represented
by this certificate are not transferable separately prior to , 2017, unless B. Riley FBR, Inc. elects to allow separate trading
earlier, subject to the Company’s filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing
an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the offering and issuing a press release
announcing when separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of , 2017,
between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions
contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of
the Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery Place, New York, New York 10004, and are available
to any Warrant holder on written request and without cost.


 


This certificate is not valid unless countersigned
by the Transfer Agent and Registrar of the Company.


 


This certificate shall be governed by and
construed in accordance with the internal laws of the State of New York.


 


Witness the facsimile signature of its duly
authorized officers.


 





	 	 	 
	Secretary 	 	President 




 


GORDON POINTE ACQUISITION CORP.


 


The Company will furnish without charge
to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights.


 






    	 	 	 



     


    

 


The following abbreviations, when used in
the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 





	TEN COM	—	as tenants in common	 	UNIF GIFT MIN ACT  	—	 	Custodian	 
	TEN ENT	—	as tenants by the entireties	 	 	 	(Cust)	 	(Minor)
	 	 	 	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	 	
        under Uniform Gifts to Minors Act

         

        (State)





 


Additional abbreviations may also be used
though not in the above list.


 


For value received, hereby sell, assign and transfer unto 


 


PLEASE INSERT SOCIAL SECURITY OR

OTHER

IDENTIFYING NUMBER OF ASSIGNEE


 





	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) 




 


Units represented by the within
Certificate, and do hereby irrevocably constitute and appoint


 


Attorney to transfer the said Units on the books of the within
named Company with full power of substitution in the premises.


 





	Dated 	 
	 	 
	 	Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. 




 


	Signature(s) Guaranteed:	 
	 	 
	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE).	 




 


In each case, as more fully described in
the Company’s final prospectus dated , 2017, the holder(s) of this certificate shall be entitled to receive a pro-rata portion
of certain funds held in the trust account established in connection with its initial public offering only in the event that (i)
the Company redeems the shares of Class A common stock sold in its initial public offering and liquidates because it does not consummate
an initial business combination by , 2019, (ii) the Company redeems the shares of Class A common stock sold in its initial public
offering in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to
modify the substance or timing of the Company’s obligation to redeem 100% of the Class A common stock if it does not
consummate an initial business combination by , 2019, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective
shares of Class A common stock in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks
stockholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination.
In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.