Gordon Pointe Acquisition : Code of Business Conduct & Ethics

HALL OF FAME RESORT & ENTERTAINMENT COMPANY

CODE OF BUSINESS CONDUCT AND ETHICS

The following shall constitute the Code of Business Conduct and Ethics (this "Code of Business Conduct and Ethics") of Hall of Fame Resort & Entertainment Company (the "Company"):

1. INTRODUCTION

This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees, officers and directors of the Company. All of the Company's employees, officers and directors must conduct themselves accordingly and seek to avoid even the appearance of improper behavior.

If a law conflicts with a policy in this Code of Business Conduct and Ethics, you must comply with the law; however, if a local custom or policy conflicts with this Code of Business Conduct and Ethics, you must comply with the Code of Business Conduct and Ethics. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.

Directors, officers and employees who violate the standards in this Code of Business Conduct and Ethics will be subject to disciplinary action, which may include, without limitation, a decision not to re-nominate a director or the termination of employment for officers and employees. If you are in a situation that you believe may violate or lead to a violation of this Code of Business Conduct and Ethics, please follow the guidelines described in Section XV of this Code of Business Conduct and Ethics.

1. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Obeying the law, and applicable rules and regulations, both in letter and in spirit, is the foundation on which the Company's ethical standards are built. All of the Company's employees, officers and directors must respect and obey the laws of the municipalities, states and countries in which the Company operates. Although not all employees, officers and directors are expected to know the details of these laws, rules and regulations, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.

1. CONFLICTS OF INTEREST

A "conflict of interest" exists when an individual's private interest interferes, or appears to interfere, with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her services to the Company objectively and effectively. Conflicts of interest also may arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, the Company's employees or their family members may create conflicts of interest. It is unlawful for

the Company, directly or indirectly, to extend or maintain credit in the form of a personal loan to or for any director or executive officer of the Company.

It is almost always a conflict of interest for any employee to work simultaneously for a competitor, vendor, customer or supplier and Company employees are not allowed to work for a competitor, vendor, customer or supplier as a consultant or board member. The best policy is to avoid any direct or indirect business connection with the Company's competitors, vendors, customers and suppliers.

Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors of the Company (the "Board") such as the Company's related person transactions policy. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or the Company's Secretary. Any employee, officer or director who becomes aware of a conflict or a potential or apparent conflict should bring it to the attention of the Secretary and the Chair of the Company's Audit Committee, and if appropriate, a supervisor, manager or other appropriate personnel within the Company, or consult the procedures described in Section XV of this Code of Business Conduct and Ethics.

IV. INSIDER TRADING

Employees, officers and directors who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the Company's business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal. If you have any questions about this subject, please consult the Company's Compliance Officer. Please refer to our insider trading policy and ensure your compliance with it.

1. CORPORATE OPPORTUNITIES

Employees, officers and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board. No employee, officer or director may use corporate property, information, or position for improper personal gain, and no employee may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

VI. COMPETITION AND FAIR DEALING

The Company seeks to outperform its competition fairly and honestly. The Company seeks competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee, officer and director should endeavor to respect the rights of and deal fairly with the Company's competitors, vendors, customers and suppliers.

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No employee, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers or violate laws such as the Foreign Corrupt Practices Act (the "FCPA"). No gift or entertainment should ever be offered, given, provided or accepted by any Company employee, officer or director or family member of an employee, officer or director or agent unless it: (1) is not a cash gift; (2) is consistent with customary business practices; (3) cannot be construed as a bribe or payoff; and (4) does not violate any laws or regulations. Furthermore, no gifts may be made to any government officials as that term is defined by the FCPA. Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate. Employees are generally required to refrain from accepting gifts from competitors, vendors, customers, suppliers or other persons in a business relationship with the Company; provided, however, that customary business lunches, dinners and entertainment may be acceptable.

VII. DISCRIMINATION AND HARASSMENT

Equal employment opportunity has been, and will continue to be, a fundamental principle at the Company, where employment is based upon personal capabilities and qualifications without discrimination. The Company will not tolerate discrimination against any person on the basis of race, color, religious creed, sex, age, gender, national origin, disability, marital status, pregnancy, sexual orientation, covered veteran status or any other protected characteristic as established by law, in recruiting, hiring, compensation, benefits, termination or other terms or conditions of employment.

Company policy strictly prohibits any form of harassment in the workplace, including sexual harassment. This policy applies to conduct that is made a condition of employment, is used as a basis for employment decisions, creates an intimidating, hostile or offensive working environment or unreasonably interferes with an individual's work performance.

If you believe you have been subject to harassment of any kind, you should promptly report the incident to your supervisor, the Company's Human Resources Department or the Secretary.

Complaints of harassment or discrimination will be investigated promptly and will be kept confidential to the extent reasonably possible. Employees who engage in acts of harassment and discrimination are subject to corrective action that may include termination of employment. The Company will not retaliate against anyone for making a good faith complaint or report of harassment or discrimination or participating in the investigation of the complaint or report. Retaliation is a serious violation of the Company's discrimination and harassment policy and, like discrimination or harassment itself, may subject the offender to corrective action that may include termination of employment.

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VIII. HEALTH AND SAFETY

The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated and may subject the offender to corrective action that may include termination of employment.

IX. RECORD-KEEPING

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions.

Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor. Rules and guidelines are available from the Company's Accounting Department.

All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions and must conform both to applicable legal requirements and to the Company's system of internal controls. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation, and fully disclosed to the Board.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to, among other things, e-mail, internal memos, text and voice messages, messages posted to social networking or other internet websites, and formal reports. Records should always be retained or destroyed according to the Company's record retention policies, if any are in place at the relevant time. In accordance with those policies, in the event of litigation or governmental investigation it is essential to follow the advice of the Company's legal counsel. Whenever litigation or an investigation is pending or threatened, every potentially relevant document must be preserved unless destruction has been approved by the Company's legal counsel.

1. CONFIDENTIALITY

Employees, officers and directors must maintain the confidentiality of information entrusted to them by the Company or its customers, except when disclosure is authorized by the Company's legal counsel or required by laws or regulations. The obligation to preserve confidential information continues even after your employment ends. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its tenants, if disclosed. Confidential information also includes items such as non-public information concerning the Company's business, financial results and prospects and potential

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corporate transactions. Employees, officers and directors are required to keep such information confidential during service with the Company as well as thereafter and not to use, disclose or communicate that confidential information other than in the course of their work for the Company. The consequences to the Company and the employee, officer or director concerned can be severe where there is unauthorized disclosure of any non-public, privileged or proprietary information.

XI. PROTECTION AND PROPER USE OF COMPANY ASSETS

All employees, officers and directors should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. Any suspected incident of fraud or theft should be immediately reported to the Chief Financial Officer and internal auditor for investigation. All Company assets should be used for legitimate business purposes. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.

Employees, officers and directors have an obligation to protect the Company's assets including its proprietary information. Proprietary information includes intellectual property, such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or criminal penalties.

XII. PAYMENTS TO GOVERNMENT PERSONNEL

The FCPA prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make payments to government officials of any country. The term government officials is broadly defined under the FCPA and therefore consultation with the Company's legal counsel is advised prior to making any payments that may be subject to the FCPA.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. The Company's legal counsel can provide guidance to you in this area. Similar to the FCPA, the definition of government officials is broadly defined and therefore guidance and approval should be obtained prior to gifts or entertainment being made.

XIII. DISCLOSURE POLICY

It is the Company's policy to provide full, fair, accurate, timely and understandable disclosure in all documents required to be filed with or furnished or submitted to the Securities and Exchange Commission and in all other public communications. The Company expects all employees, officers and directors to act in a manner that supports this policy. You are reminded that the Company has separate disclosure policies for compliance with Regulation FD and other disclosure controls and procedures, and you are asked to please refer to the policies set forth

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therein. In addition, employees, officers and directors are prohibited from directly or indirectly taking any action to fraudulently influence, coerce, manipulate or mislead the Company's independent auditors for the purpose of rendering the financial statements of the Company misleading.

XIV. WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

Any waiver of this Code of Business Conduct and Ethics for executive officers or directors may be made only by the Board or a committee of the Board and will be promptly disclosed to shareholders as required by law or the requirements of the NASDAQ Stock Market.

XV. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

Employees are encouraged to openly and honestly talk to the Chair of the Audit Committee, any other non-management member of the Board, supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. It is the policy of the Company not to allow retaliation for reports of misconduct made in good faith by employees. Employees, officers and directors are expected to cooperate in internal investigations of misconduct.

XVI. COMPLIANCE PROCEDURES

We must all work to ensure prompt and consistent action against violations of this Code of Business Conduct and Ethics. However, in some situations it is difficult to know if a violation has occurred or may occur. Because the Company cannot anticipate every situation that will arise, it is important that the Company has a way to approach a new question or problem. These are the steps to keep in mind:

• Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
• Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
• Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
• Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question and will appreciate being brought into the decision-making process. Remember that it is your supervisor's responsibility to help solve problems.
• Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching

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your supervisor with your question, you should feel free to discuss an issue with the Chair of the Audit Committee, or any other non-management member of the Board.

• You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.
• Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.

XVII. ACCOUNTABILITY

You will be accountable for adherence to this Code of Business Conduct and Ethics. Violations of this Code of Business Conduct and Ethics may result in a variety of disciplinary actions, including termination of employment and civil or criminal penalties.

Adopted by the Board of Directors as of July 1, 2020

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