Exhibit 10.5


 


Gordon
Pointe Acquisition Corp.


90
Beta Drive


Pittsburgh,
PA 15238


 


Gordon
Pointe Management, LLC


90
Beta Drive


Pittsburgh,
PA 15238


 


RE:
Securities Subscription Agreement


 


Ladies
and Gentlemen:


 


Gordon
Pointe Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer Gordon Pointe
Management, LLC, a Florida limited liability company (the “Subscriber” or “you”), has made
to purchase 3,593,750 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value
per share (the “Class F Common Stock”), up to 468,750 of which are subject to complete or partial forfeiture
by you if the underwriter of the Company’s initial public offering (“IPO”) does not fully exercise its
over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common
Stock” are to, collectively, the Class F Common Stock and the Company’s Class A common stock, $0.0001 par value
per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended
to the date hereof (the “Charter”), shares of Class F Common Stock will convert into shares of Class A Common
Stock on a one-for-one basis, subject to adjustment, upon the terms and conditions sets forth in the Charter. Unless the context
otherwise requires, as used herein “Securities” shall refer to the Shares and shall be deemed to include any
shares of Class A Common Stock issued upon conversion of the Shares. The terms (this “Agreement”) on which
the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such
Shares, are as follows:


 


1.
Purchase of Shares.


 


For
the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby
sells and issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture,
on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of
this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s
name representing the shares (the “Original Certificate”), or effect such delivery in book-entry form.


 


2.
Representations, Warranties and Agreements.


 


2.1
Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Securities to the Subscriber,
the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1
No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or
made any recommendation or endorsement of the offering of the Securities.


 


2.1.2
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the
Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or
regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.


 


2.1.3
Organization and Authority. The Subscriber is a Florida limited liability company, validly existing and in good standing
under the laws of Florida and possesses all requisite power and authority necessary to carry out the transactions contemplated
by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable
against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles
of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 


2.1.4
Experience, Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is able to
evaluate the risks and benefits of the investment in the Securities and (ii) able to bear the economic risk of its investment
in the Securities for an indefinite period of time because the Securities have not been registered under the Securities Act (as
defined below) and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such
registration is available. Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the
capacity to protect its own interests. Subscriber must bear the economic risk of this investment until the Securities are sold
pursuant to: (i) an effective registration statement under the Securities Act or (ii) an exemption from registration available
with respect to such sale. Subscriber is able to bear the economic risks of an investment in the Securities and to afford a complete
loss of Subscriber’s investment in the Securities.


 






     


     


    

 


2.1.5
Access to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the
opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company,
as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information
to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely
on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence
investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized
to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has
not relied on any other representations or information in making its investment decision, whether written or oral, relating to
the Company, its operations and/or its prospects.


 


2.1.6
Regulation D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in
Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges
the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors”
within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.


 


2.1.7 Investment
Purposes. The Subscriber is purchasing the Securities solely for investment purposes, for the Subscriber’s own
account and not for the account or benefit of any other person, and not with a view towards the distribution or
dissemination thereof. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or
general advertising within the meaning of Rule 502 under the Securities Act.


 


2.1.8
Restrictions on Transfer; Shell Company. Subscriber understands the Securities are being offered in a transaction not involving
a public offering within the meaning of the Securities Act. Subscriber understands the Securities will be “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act and Subscriber understands that the certificates or book-entries
representing the Securities will contain a legend in respect of such restrictions. If in the future the Subscriber decides to
offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred
only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees
that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer,
Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or
an exemption, the Subscriber agrees not to resell the Securities. Subscriber further acknowledges that because the Company is
a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until one year following consummation
of the initial business combination of the Company, despite technical compliance with the requirements of Rule 144 and the release
or waiver of any contractual transfer restrictions.


 


2.1.9
No Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary
or appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.


 


2.2
Company’s Representations, Warranties and Agreements. To induce the Subscriber to purchase the Securities, the Company
hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1
Organization and Corporate Power. The Company is a Delaware corporation 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.


 


2.2.2
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Charter or bylaws of the Company, (ii)
any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which
the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Charter, the Securities
will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the
terms hereof and the Charter, the Subscriber will have or receive good title to the Securities, free and clear of all liens, claims
and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Securities
may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed
due to the actions of the Subscriber.


 


2.2.4
No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting
the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated
by this Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain other
relief in connection with any transactions.


 


2.2.5
Authorization. The shares of Class A Common Stock issuable upon conversion of the Shares have been duly authorized and
reserved for issuance upon such conversion.


 






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3.
Forfeiture of Shares.


 


3.1
Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriter
of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees
of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 468,750 Shares and pro rata based
upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and
any such transferees) will own an aggregate number of Shares equal to 20% of the issued and outstanding Common Stock immediately
following the IPO.


 


3.2
Termination of Rights as Stockholder. If any of the Shares are forfeited in accordance with this Section 3, then after
such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and
the Company shall take such action as is appropriate to cancel such forfeited Shares.


 


3.3
Share Certificates. In the event an adjustment to the Original Certificates, if any, is required pursuant to this Section
3, then the Subscriber shall return such Original Certificates to the Company or its designated agent as soon as practicable upon
its receipt of notice from the Company advising Subscriber of such adjustment, following which a new certificate (the “New
Certificate”), if any, shall be issued in such amount representing the adjusted number of Shares held by the Subscriber.
The New Certificate, if any, shall be returned to the Subscriber as soon as practicable. Any such adjustment for any uncertificated
securities held by the Subscriber shall be made in book-entry form.


 


4.
Waiver of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased pursuant to this Agreement,
the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company
from the trust account which will be established for the benefit of the Company’s public stockholders and into which substantially
all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the
Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event
the Subscriber purchases securities in the IPO or in the aftermarket, any Class A Common Stock so purchased shall be eligible
to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any
shares of Common Stock held by it into funds held in the Trust Account upon the successful completion of an initial business combination.


 


5.
Restrictions on Transfer.


 


5.1
Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly
known as an “Insider Letter”) dated on or prior to the closing of the IPO by and between Subscriber and the
Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities
unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities
laws with respect to the Securities proposed to be transferred shall then be effective or (b) the Company has received an opinion
from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt
from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and
with all applicable state securities laws.


 


5.2
Lock-up. Subscriber acknowledges that the Securities will be subject to lock-up provisions (the “Lock-up”)
contained in the Insider Letter.


 


5.3
Restrictive Legends. All certificates representing the Securities shall have endorsed thereon legends substantially as
follows:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS
AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND
SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED DURING THE TERM OF THE LOCKUP.”


 


5.4
Additional Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an
extraordinary dividend payable in a form other than Common Stock, a spin-off, a share split, an adjustment in conversion ratio,
a recapitalization or a similar transaction affecting the Company’s outstanding Common Stock without receipt of consideration,
any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect
to any Securities subject to this Section 5 or into which such Securities thereby become convertible shall immediately be subject
to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made
to the number and/or class of Securities subject to this Section 5 and Section 3.


 


5.5
Registration Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration
requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered
pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO (the “Registration
Rights Agreement”).


 






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6.
Other Agreements.


 


6.1
Further Assurances. Subscriber agrees to execute such further instruments and to take such further action as may reasonably
be necessary to carry out the intent of this Agreement.


 


6.2
Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i)
in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile
or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such
party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic
mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such
party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered
personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one
(1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


6.3
Entire Agreement. This Agreement, together with the Insider Letter and the Registration Rights Agreement, each substantially
in the form to be filed as an exhibit to the Registration Statement, embodies the entire agreement and understanding between the
Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof.


 


6.4
Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement
executed by all parties hereto.


 


6.5
Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom
granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or
consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement,
whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which
it was given, and shall not constitute a continuing waiver or consent.


 


6.6
Assignment. The rights and obligations under this Agreement may not be assigned by either party hereto without the prior
written consent of the other party.


 


6.7
Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the
parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing
in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity
shall be regarded as a third-party beneficiary of this Agreement.


 


6.8
Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance
with and governed by the laws of Delaware applicable to contracts wholly performed within the borders of such state, without giving
effect to the conflict of law principles thereof.


 


6.9
Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion
thereof, contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed
limited to the extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect.
In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions
of this Agreement shall nevertheless remain in full force and effect.


 


6.10
No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy
under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power
or remedy of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor
any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other
or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party
hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on
a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand
to any other or further action in any circumstances without such notice or demand.


 






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6.11
Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement
or in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery
hereof and any investigations made by or on behalf of the parties.


 


6.12
No Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as
to create any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim
or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been
employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.


 


6.13
Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference
only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


6.14
Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page
were an original thereof.


 


6.15
Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity
or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and
no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision
of this Agreement. The words “include,” “includes,” and “including” will
be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will
be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa,
unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and
not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and
covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or
covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to
the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract
from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.


 


6.16
Mutual Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been
subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party
hereto.


 


7.
Voting and Tender of Shares. Subscriber agrees to vote the Shares in favor of an initial business combination that the
Company negotiates and submits for approval to the Company’s stockholders and shall not seek redemption with respect to
any of the Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer presented to
the Company’s stockholders in connection with an initial business combination negotiated by the Company.


 


8.
Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s
fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in
this Agreement.


 


[Signature
Page Follows]


 






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If
the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of the Agreement and return
it to us.’


 


	 
	Very
                                         truly yours,

	 
	 

	 
	GORDON
                                         POINTE ACQUISITION CORP.

	 
	 	 

	 
	By:
	/s/
	 
	Name: 
	James
                                         J. Dolan

	 
	Title:
	Chief
                                         Executive Officer and President



 


	GORDON
    POINTE MANAGEMENT, LLC	 
	 
	 
	 

	By:
	/s/
	 

	Name: 
	James
                                         J. Dolan
	 

	Title:
	Managing
                                         Member
	 



 


[Signature
page to Subscription Agreement]