Hall of Fame Village, LLC (“HOF”) signed a non-binding agreement in principle to acquire Gordon Pointe Acquisition Corp. (NasdaqCM:GPAQ) (“GPAQ”) from Voyager Holdings II, LLC and others in a reverse merger transaction on August 1, 2019. HOF entered into a definitive agreement to acquire GPAQ from Voyager Holdings II, LLC and others in a reverse merger transaction on September 16, 2019. As part of the terms of the transaction, the operations of HOF will merge into GPAQ in exchange for GPAQ common stock. HOF management and equity holders have committed to roll 100% of their equity into the combined entity. GPAQ shareholders will have a right to require GPAQ to redeem their shares at a per share price of approximately $10.34 in connection with the merger. Approximately $144 million of debt and preferred equity will convert into equity. As per amendment dated March 10, 2020, upon completion of the proposed business combination, GPAQ stockholders who do not exercise their redemption rights will receive 1.421333 shares of the resulting issuer's class A common stock to replace each one of their existing shares of GPAQ Class A common stock. Current holders of class F common stock will continue to receive one share of resulting issuer's common stock to replace each one of their existing shares of GPAQ class F common stock. 1.19 class F shares will be cancelled if at least 2.81 million class A shares do not redeem prior to close, otherwise a lower number shall be cancelled. The outstanding GPAQ warrants, by their terms, will be cancelled and exchanged for resulting issuer's warrants to purchase 1.421333 shares of resulting issuer's common stock per warrant. The foregoing amendments are intended to enhance the economic return to those GPAQ stockholders who do not exercise their redemption rights and who continue as stockholders of resulting issuer post-closing, which GPAQ's management determined to be necessary and appropriate in response to recent market conditions.

Assuming a cash investment of $114.3 million, (the amount currently held in GPAQ's trust account), the resulting combined entity is expected to be owned at the closing approximately 40% by the current stockholders of GPAQ and approximately 60% by the equity holders of HOF. As of April 14, 2020, GPAQ's founders and public shareholders will own 19.3% stake in the resulting entity while the existing shareholders of HOF will own 80.7% stake. The combined company will change its name to Hall of Fame Resort & Entertainment Company and will trade on the NASDAQ stock exchange under the ticker symbol “HOFV”. The Board of Directors of the combined entity will be comprised on up to 11 members, 5 will be designated by HOF and GPAQ and remaining 6 will be independent. The Board will include Michael Crawford, current Chief Executive Officer of HOF, C. David Baker, Chairman of the Board of HOF and President and Chief Executive Officer of The Pro Football Hall of Fame, James J. Dolan, Vice Chairman and Lead Director of HOF, Stuart Lichter, President and Chairman of Industrial Reality Group, and Michael Klein. Michael Crawford and Jason Krom will serve as Chief Executive Officer and Chief Financial Officer, respectively, of the resulting issuer. The other directors of the resulting issuer are namely Edward J. Roth III, Stuart Lichter, Kimberly K. Schaefer, Karl L. Holz, Anthony J. Buzzelli, Mary Owen, Curtis Martin and David Dennis. The Board will comply with the Nasdaq independence guidelines and rules. The combined company's corporate headquarters are expected to be located in Canton, Ohio.

Completion of the transaction is subject to the negotiation and execution of a definitive merger agreement, approval of the transaction by GPAQ's stockholders and shareholders of Hall of Fame Village, regulatory approvals, the waiting period under the Hart-Scott-Rodino Act having been expired or been terminated, the Registration Statement having become effective in accordance with the provision of the Securities Act, the approval for listing by Nasdaq, receipt of employment agreement from Michael Crawford, delivery of director nominating agreement and other customary closing conditions. The transaction is not subject to a minimum cash investment by GPAQ. As of September 16, 2019, the Board of Directors of GPAQ and HOFV have unanimously approved the transaction. As of October 25, 2019, the transaction received early termination notice from the Federal Trade Commission. A special meeting of the shareholders of Gordon Pointe Acquisition Corp will be held on January 24, 2020. Gordon Pointe Acquisition will hold special meeting of shareholders on March 25, 2020 to approve the transaction. As of March 20, 2020, the special meeting of Gordon Pointe Acquisition stockholders will now be held in early May 2020. As of February 14, 2020, the registration statement was declared effective. As of April 10, 2020, the special meeting of Gordon Pointe Acquisition stockholders will be held on May 14, 2020. As of June 5, 2020, the special meeting of Gordon Pointe Acquisition stockholders will be held on June 30, 2020 to approve the transaction.

The transaction is expected to close in the fourth quarter of 2019. On October 29, 2019, Gordon Pointe Acquisition Corp. elected to extend the deadline to consummate its proposed business combination for 30 days. Gordon Pointe Acquisition Corp. now has until November 30, 2019 to consummate its proposed business combination. As of November 28, 2019, the deadline to consummate the transaction was further extended for 30 days until December 30, 2019. As of January 23, 2020, Gordon Pointe has scheduled a vote of its stockholders for January 24, 2020 to further extend the date by which GPAQ must consummate a business combination from January 29, 2020 to February 29, 2020. The completion of the acquisition will be extended from January 29, 2020 to February 29, 2020 with an option to extend the date for an additional 30 days. As of December 26, 2019, Gordon Pointe Acquisition Corp. has extended thirty day period for the completion of transaction. As of January 8, 2020, the transaction is expected to close in February 2020. As of February 21, 2020, the transaction is expected to close by the end of March 2020. As per the amendment dated March 10, 2020, by a stockholder vote on March 30, 2020, it is scheduled to extend the date of the termination to May 14, 2020. As of March 10, 2020, the transaction is expected to close during the first quarter of 2020. As of April 1, 2020, the date by which GPAQ must consummate the transaction was extended from March 30, 2020 to May 14, 2020. As of April 14, 2020, the transaction is expected to close during May 2020. As of April 22, 2020, GPAQ announced extension of date by which the company must consummate the business combination from May 14, 2020 to June 15, 2020, plus an option to further extend such date for an additional 30 days to July 15, 2020. As of May 28, 2020, the transaction is expected to close on July 15, 2020.

Maxim Group LLC and B. Riley FBR, Inc. acted as financial advisors and Jarrod D. Murphy, Matthew B. Swartz, Tara Shankar, Nora E. Burke and Howard L. Clemons of Pillsbury Winthrop Shaw Pittman LLP acted as legal advisors to GPAQ. Ladenburg Thalmann & Co. Inc. acted as financial advisor and J. Steven Patterson, John T. O'Connor and Candace Moss of Hunton Andrews Kurth LLP acted as legal advisors to HOF. Stephen M. Cohen and Lauren W. Taylor of Fox Rothschild LLP acted as legal advisors to GPAQ. Christopher R. Hunt of Krugliak, Wilkins, Griffiths & Dougherty Co. acted as legal advisor to National Football Museum, Inc., parent company of HOF. Morrow Sodali LLC acted as the information agent to GPAQ and will receive a fee of $22,500 for its services. Mark Zimkind of Continental Stock Transfer & Trust Company, Inc. acted as the transfer agent to GPAQ. Maxim Group LLC acted as financial and capital markets advisor to GPAQ.

Hall of Fame Village, LLC completed the acquisition of Gordon Pointe Acquisition Corp. (NasdaqCM:GPAQ) from Voyager Holdings II, LLC and others in a reverse merger transaction on July 1, 2020. The resulting company is named Hall of Fame Resort & Entertainment Company, and its common stock and warrants are expected to trade on the NASDAQ Capital Market under the ticker symbols “HOFV” and “HOFVW,” respectively, on July 2, 2020. Hall of Fame Resort & Entertainment Company will be led by HOF Village, LLC's team of highly accomplished executives, including President and Chief Executive Officer Michael Crawford, Chief Financial Officer Jason Krom, President of Operations Michael Levy, and Executive Vice President of Public Affairs Anne Graffice, who will continue to serve in their respective roles. In addition, Michael Crawford will serve as Chairman of the Board of the combined company and will be joined on the board by James J. Dolan, formerly Chief Executive Officer and Chairman of GPAQ, who will serve as Vice Chairman; Stuart Lichter, President and Chairman of Industrial Realty Group; Michael Klein, Partner of M. Klein and Company; Anthony Buzzelli, CPA, formerly Audit Partner and Advisory Partner at Deloitte & Touche; David Dennis, CPA, formerly Advisory Sector Leader for KPMG LLP's State and Local Government Advisory Practice; Karl Holz, a former senior executive at The Walt Disney Company; Curtis Martin, Pro Football Hall of Fame inductee and founder of the Curtis Martin Job Foundation; Mary Owen, Founder and President of MMO Capital LLC; Edward Roth, President and CEO of Aultman Health Foundation and Vice Chairman of the Pro Football Hall of Fame; and Kimberly Schaefer, President of Two Bit Circus, Inc.