Exhibit 10.1


 


AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT
TRUST AGREEMENT


 


THIS AMENDMENT NO. 1 TO
THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July 26, 2019, by and between
Gordon Pointe Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer
& Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment,
but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined
below).


 


WHEREAS, on January 30,
2018, the Company consummated an initial public offering (the “Offering”) of units of the Company’s
equity securities, each such unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share
(“Common Stock”), and one warrant to purchase one share of Common Stock;


 


WHEREAS, the Company entered
into an Underwriting Agreement with B. Riley FBR, Inc., as representative (the “Representative”) of the
several underwriters (the “Underwriters”) named therein (the “Underwriting Agreement”);


 


WHEREAS, $126,250,000 of
the gross proceeds of the Offering and sale of the Placement Warrants (as defined in the Underwriting Agreement) were delivered
to the Trustee to be deposited and held in a segregated trust account located in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Company’s Common Stock included in the Units issued in the Offering
pursuant to the investment management trust agreement made effective as of January 24, 2018, by and between the Company and the
Trustee (the “Original Agreement”) (the amount delivered to the Trustee (and any interest subsequently
earned thereon), including the proceeds from any loans made by the Company’s sponsor or its affiliates in connection with
the Extension Amendment (as hereinafter defined) is referred to herein as the “Property”);


 


WHEREAS, the Company has
sought the approval of its stockholders at a meeting of its stockholders to: (i) extend the date before which the Company must
complete a business combination from July 30, 2019 to October 31, 2019, provided that the Company may further extend such date
up to three times, each by an additional 30 days (the “Extension Amendment”) and (ii) extend the date
on which the Trustee must liquidate the Trust Account if the Company has not completed a business combination from July 30, 2019
to October 31, 2019, provided that the Company may further extend such date up to three times, each by an additional 30 days (the
“Trust Amendment”);


 


WHEREAS, holders of at
least sixty-five percent (65%) of the Company’s outstanding shares of common stock approved the Extension Amendment and the
Trust Amendment; and


 


WHEREAS, the parties desire
to amend and restate the Original Agreement to, among other things, reflect amendments to the Original Agreement contemplated by
the Trust Amendment.


 


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


 


		1.	Amendment of Trust Agreement. Section 1(i) of the Original Agreement is hereby amended
and restated in its entirety as follows:



 


(i)        Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either
Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial
Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized
officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may
be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred
to therein, or (y) October 31, 2019, provided that the Company may further extend such date up to three times, each by an additional
30 days, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall
be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property
in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up
to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders
of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form
substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no
such Termination Letter by October 31, 2019, provided that the Company may further extend such date up to three times, each by
an additional 30 days, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has
been distributed to the Public Stockholders;


 






    1 


     


    

 


		2.	Miscellaneous Provisions.



 


		(a)	Successors.  All the covenants and provisions of this Amendment by or for
the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.



 


		(b)	Severability.  This Amendment shall be deemed severable, and the invalidity
or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any
other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto
intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision
as may be possible and be valid and enforceable.



 


		(c)	Applicable Law.  This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction.



 


		(d)	Counterparts. This Amendment may be executed in several original or facsimile counterparts,
each one of which shall constitute an original, and together shall constitute but one instrument.



 


		(e)	Effect of Headings.  The section headings herein are for convenience only
and are not part of this Amendment and shall not affect the interpretation thereof.



 


		(f)	Entire Agreement.  The Original Agreement, as modified by this Amendment,
constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises
and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements,
understandings, arrangements, promises and commitments are hereby canceled and terminated.



 


[Signature page follows]


 


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


 


 


CONTINENTAL STOCK TRANSFER & TRUST
COMPANY,


as Trustee


 


 


By: /s/ Francis E. Wolf,
Jr.                     


Name: Francis E. Wolf, Jr.


Title: Vice President


 


 


GORDON POINTE ACQUISITION CORP.


 


 


By: /s/ James J. Dolan                                   


Name: James J. Dolan


Title: Chief Executive Officer


 




 






    2