Exhibit
10.31


 


THIS PROMISSORY
NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF
THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY
NOTE


 


	Principal Amount: $364,766.79	Dated as of October 29, 2019


 


Gordon Pointe Acquisition
Corp., a Delaware corporation (the “Maker”), promises to pay to the order of Gordon Pointe Management, LLC or its registered
assigns or successors in interest (the “Payee”), the principal sum of Three Hundred Sixty-Four Thousand Seven Hundred
Sixty-Six and 79/100 Dollars ($364,766.79) in lawful money of the United States of America, on the terms and conditions described
below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined
by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of
this Note.


 


The purpose of this
Note is to codify a loan that Gordon Pointe Management, LLC, as the Sponsor of the Maker, provided to Maker in connection with
the extension of Maker’s deadline to complete an initial merger, capital stock exchange, asset acquisition or other similar
business combination with one or more businesses or entities (a “Business Combination”) for an additional thirty days
from October 31, 2019 to November 30, 2019.


 


This Note is one in
a series of Notes (collectively, the “Related Party Notes”) that may be issued from time to time by Maker to Gordon
Pointe Management, LLC or its affiliates evidencing loans to finance Maker’s working capital and/or transaction costs in
connection with a Business Combination.


 


1. Principal.
The principal balance of this Note shall be repayable on the consummation of the Maker’s initial Business Combination. Payee
understands that if a Business Combination is not consummated within the time period specified in the Maker’s amended and
restated certificate of incorporation, this Note will not be repaid and all amounts owed hereunder will be forgiven except to the
extent that the Maker has funds available to it outside of its trust account established in connection with its initial public
offering (“Trust Account”) after paying all other fees and expenses of the Maker incurred prior to the date of such
failure to so consummate a Business Combination which are due and payable.


 






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2. Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 


3. Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due
under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges
and finally to the reduction of the unpaid principal balance of this Note.


 


4. Events
of Default. The following shall constitute an event of default (“Event of Default”):


 


(a) Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business
days of the date specified above.


 


(b) Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days.


 


5. Remedies.


 


(a) Upon
the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b) Upon
the occurrence of an Event of Default specified in Sections 4(b) or 4(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action
on the part of Payee.


 






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6. Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by
Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or
sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and
Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution
issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 


7. Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


8. 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.


 


9. Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.


 


10. Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 






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11. Trust
Waiver. Payee hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the funds
held in the Trust Account and agrees it will not seek recourse against the Trust Account for any reason whatsoever, except in the
event Maker consummates a Business Combination.


 


12. Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the
Maker and the Payee.


 


13. Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of
law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required
consent shall be void.


 


14. Conversion.


 


(a) At
the Payee’s option, at any time prior to payment in full of the principal balance of this Note, the Payee may elect to convert
all or any portion of this Note into that number of warrants (the “Conversion Warrants”) equal to: (i) the portion
of the principal amount of the Note being converted pursuant to this Section 15, divided by (ii) $1.00, rounded up to the nearest
whole number; provided, however, that the total amount of principal balance of this Note, together with any other Related Party
Notes issued by the Maker, that may be converted into Conversion Warrants shall not exceed $1,500,000 in the aggregate. Each Conversion
Warrant entitles the holder thereof to purchase one share of Maker’s Class A common stock at a price of $11.50 per share,
subject to adjustment. Each Conversion Warrant shall also have the same terms and conditions as the warrants issued by the Maker
pursuant to a private placement, as described in Maker’s Registration Statement on Form S-1 (333-222270) filed with the Securities
and Exchange Commission in connection with its initial public offering. The Conversion Warrants, the shares of common stock underlying
the Conversion Warrants and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock
dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization
(the “Warrant Shares”), shall be entitled to the registration rights set forth in Section 16 hereof. 


 


(b) Upon
any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such
converted portion of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly
endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Warrants, (iii) Maker shall
promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such
conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall deliver to Payee the Conversion Warrants,
which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the
Payee and applicable state and federal securities laws.


 


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(c) The
Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants
upon conversion of this Note pursuant hereto; provided, however, that the Payee shall not be obligated to pay any transfer taxes
resulting from any transfer requested by the Payee in connection with any such conversion.


 


(d) The
Conversion Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable
provisions of law.


 


(e) Notwithstanding
the foregoing, on September 16, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with HOF Village Newco, LLC for a business combination. Pursuant to the Merger Agreement, at the Effective Time (as defined therein),
this Note will automatically convert into shares of common stock of GPAQ Acquisition Holdings, Inc. on the terms set forth in the
Merger Agreement.


 


15. Registration
Rights.


 


(a) Reference
is made to that certain Registration Rights Agreement between the Maker and the parties thereto, dated as of January 24, 2018 (the
“Registration Rights Agreement”). All capitalized terms used in this Section 16 shall have the same meanings ascribed
to them in the Registration Rights Agreement.


 


(b) The
holders (“Holders”) of the Conversion Warrants (or the Warrant Shares) shall be entitled to one Demand Registration,
which shall be subject to the same provisions as set forth in Section 2.1 of the Registration Rights Agreement.


 


(c) The
Holders shall also be entitled to include the Conversion Warrants (or the Warrant Shares) in Piggyback Registrations, which shall
be subject to the same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that in
the event that an underwriter advises the Maker that the Maximum Number of Securities has been exceeded with respect to a Piggyback
Registration, the Holders shall not have any priority for inclusion in such Piggyback Registration.


 


(d) Except
as set forth above, the Holders and the Maker, as applicable, shall have all of the same rights, duties and obligations set forth
in the Registration Rights Agreement. 


 


[Signature page follows]


 




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IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year
first above written.


 


	 	GORDON POINTE ACQUISITION CORP.
	 	 	 
	 	By: 	 
	 	 	Douglas L. Hein, Chief Financial Officer


 


Acknowledged and Agreed to 


as of the date first written above.


 


	GORDON POINTE MANAGEMENT, LLC	 
	 	 	 
	By:	 	 
	 	James J. Dolan, Managing Member	 


 


 




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