Exhibit
10.5


 


FORM
OF


 


SPONSOR
WARRANTS PURCHASE AGREEMENT


 


THIS
SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of [●], 2017 (as it may from time to time be amended, this “Agreement”),
is entered into by and between Gordon Pointe Acquisition Corp., a Delaware corporation (the “Company”), and
Gordon Pointe Management, LLC, a Florida limited liability company (the “Purchaser”).


 


WHEREAS:


 


The
Company intends to consummate a public offering of the Company’s units (the “Public Offering”), each
unit consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (each, a “Share”),
and one-third of one warrant;


 


Each
whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share; and


 


The
Purchaser has agreed to purchase an aggregate of 4,900,000 warrants (or up to 5,462,500 warrants if the over-allotment option
in connection with the Public Offering is exercised in full) (the “Sponsor Warrants”), each whole Sponsor Warrant
entitling the holder to purchase one Share at an exercise price of $11.50 per Share.


 


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


 


AGREEMENT


 


Section
1.Authorization, Purchase and Sale; Terms of the Sponsor Warrants.


 


A. Authorization
of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.


 


B. Purchase
and Sale of the Sponsor Warrants.


 


(i) On
the date of the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and
sell to the Purchaser, and the Purchaser shall purchase from the Company, 4,900,000 Sponsor Warrants at a price of $1.00 per warrant
for an aggregate purchase price of $4,900,000 (the “Purchase Price”). The Purchase Price shall be paid by wire
transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions at least one
(1) business day prior to the date of effectiveness of the registration statement to be filed in connection with the Public Offering
(the “Registration Statement”). On the Initial Closing Date, upon the payment by the Purchaser of the Purchase
Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate
evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect
such delivery in book-entry form.


 






     


     


    

 


(ii) On
the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier
time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing
Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred
to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell
to the Purchaser, and the Purchaser shall purchase from the Company, up to 562,500 Sponsor Warrants at a price of $1.00 per warrant
for an aggregate purchase price of up to $562,500 (if the over-allotment option in connection with the Public Offering is exercised
in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available
funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the
payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company,
the Company shall, at its option, deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered
in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 


C. Terms
of the Sponsor Warrants.


 


(i) Each
Sponsor Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in
connection with the Public Offering (the “Warrant Agreement”).


 


(ii) At
the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement
(the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights
to the Purchaser relating to the Sponsor Warrants and the Shares underlying the Sponsor Warrants.


 


Section
2.Representations and Warranties of the Company.


 


As
a material inducement to the Purchaser to enter into this Agreement and purchase the Sponsor Warrants, the Company hereby represents
and warrants to the Purchaser (which representations and warranties shall survive the Closing Dates) that:


 


A. Organization
and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of
the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and
the Warrant Agreement.


 






    2


     


    

 


B. Authorization;
No Breach.


 


(i) The
execution, delivery and performance of this Agreement and the Sponsor Warrants have been duly authorized by the Company as of
the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its
terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Sponsor
Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing
Dates.


 


(ii) The
execution and delivery by the Company of this Agreement and the Sponsor Warrants, the issuance and sale of the Sponsor Warrants,
the issuance of the Shares upon exercise of the Sponsor Warrants and the fulfillment of, and compliance with, the respective terms
hereof and thereof by the Company, do not and will not as of the Closing Dates (a) conflict with or result in a breach of the
terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest,
charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require any
authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative
or governmental body or agency pursuant to the certificate of incorporation of the Company or the Bylaws of the Company (in effect
on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute,
rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject,
except for any filings required after the date hereof under federal or state securities laws.


 


C. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the
Shares issuable upon exercise of the Sponsor Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to
the Sponsor Warrants and the Shares issuable upon exercise of such Sponsor Warrants, free and clear of all liens, claims and encumbrances
of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer
restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the
Purchaser.


 


D. Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.


 


Section
3.Representations and Warranties of the Purchaser.


 


As
a material inducement to the Company to enter into this Agreement and issue and sell the Sponsor Warrants to the Purchaser, the
Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive the Closing Dates)
that:


 


A. Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 






    3


     


    

 


B. Authorization;
No Breach.


 


(i) This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not as of the Closing Dates conflict with or result in a breach by the Purchaser of the terms, conditions or
provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


C. Investment
Representations.


 


(i) The
Purchaser is acquiring the Sponsor Warrants and, upon exercise of the Sponsor Warrants, the Shares issuable upon such exercise
(collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with
a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii) The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”).


 


(iii) The
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the
registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth
and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein
in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv) The
Purchaser decided to enter into this Agreement not as a result of any general solicitation or general advertising within the meaning
of Rule 502(c) under the Securities Act.


 


(v) The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the
opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment
in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision with respect to the acquisition of the Securities.


 


(vi) The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 






    4


     


    

 


(vii) The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder
or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement,
neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands
that the Securities and Exchange Commission has taken the position that promoters or affiliates of a blank check company and their
transferees, both before and after a Business Combination, are deemed to be “underwriters” under the Securities
Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities
Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such
Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration
requirements of the Securities Act.


 


(viii) The
Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated
with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits
and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment
in the Securities. The Purchaser can afford a complete loss of its investment in the Securities.


 


Section
4.Conditions of the Purchaser’s Obligations.


 


The
obligations of the Purchaser to purchase and pay for the Sponsor Warrants are subject to the fulfillment, on or before the Closing
Dates, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and
as of the Closing Dates as though then made.


 


B. Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before the Closing Dates.


 


C. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


D. Warrant
Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser.


 






    5


     


    

 


Section
5.Conditions of the Company’s Obligations.


 


The
obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before the Closing Dates,
of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and
as of the Closing Dates as though then made.


 


B. Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchaser on or before the Closing Dates.


 


C. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


D. Warrant
Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section
6.Termination.


 


This
Agreement may be terminated at any time after [_________, 2017] upon the election by either the Company or the Purchaser upon
written notice to the other party if the closing of the Public Offering does not occur prior to such date.


 


Section
7.Survival of Representations and Warranties.


 


All
of the representations and warranties contained herein shall survive the Closing Dates.


 


Section
8.Definitions.


 


Terms
used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement on
Form S-1 the Company filed with the Securities and Exchange Commission under the Securities Act relating to the Public Offering.


 


Section
9.Miscellaneous.


 


A. Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto
whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this
Agreement, other than assignments by the Purchaser to affiliates thereof.


 






    6


     


    

 


B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement.


 


D. Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example
rather than by limitation.


 


E. Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall
be construed in accordance with the internal laws of the State of New York.


 


F. Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by all parties hereto.


 


[Signature
page follows]


 






    7


     


    

 


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


 


	 	COMPANY:

         

        GORDON
POINTE ACQUISITION CORP.

         

	 	By:	 
	 	 	Name:  James
    J. Dolan
	 	 	Title:  Chief
    Executive Officer


 


	 	PURCHASER:

         

        GORDON
POINTE MANAGEMENT, LLC 

         

	 	By:	 
	 	 	Name:  
	 	 	Title:  


 


[Signature
page to Sponsor Warrants Purchase Agreement]


 


 


8