Exhibit 10.4


 


Gordon
Pointe Acquisition Corp.


780
Fifth Avenue South


Naples,
FL 34102


 


January
24, 2018


 


Voyager
Holdings II, LLC


780
Fifth Avenue South


Naples,
FL 34102 


 


Re:
Administrative Services Agreement


 


Gentlemen:


 


This
letter agreement by and between Gordon Pointe Acquisition Corp. (the “Company”) and Voyager Holdings II, LLC (“Voyager”),
an affiliate of Gordon Pointe Management, LLC, our sponsor, dated as of the date hereof, will confirm our agreement that, commencing
on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant
to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the
Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred
to as the “Termination Date”):


 


(i) Voyager
shall make available to the Company, at 780 Fifth Avenue South, Naples, FL 34102 (or any successor location), certain office space,
utilities and secretarial and administrative support as may be reasonably required by the Company. In exchange therefor, the Company
shall pay Voyager the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date;
and


 


(ii) Voyager
hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising
out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due
to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially
all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby
irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust
Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or
satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby.


 


This
letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by the parties hereto.


 


No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee.


 


This
letter agreement constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded
in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the
laws of the State of New York, without giving effect to its choice of laws principles.


 


[Signature
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	 	Very
    truly yours,
	 	 
	 	GORDON
    POINTE ACQUISITION CORP.
	 	 
	 	By:	/s/
    James J. Dolan
	 	Name:	James
    J. Dolan
	 	Title:	Chief
    Executive Officer


 


	AGREED
    TO AND ACCEPTED BY:
	 
	Voyager
    Holdings II, LLC
	 
	By:	/s/
    James J. Dolan	 
	Name:	James
    J. Dolan	 
	Title:	Chief
    Executive Officer	 


 


 


[Signature
Page to Administrative Services Agreement]