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-THIRD OF 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
three-fourths (3/4) of one warrant (each whole warrant, a “Warrant”). Each whole 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.