REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2021 • Marblegate Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 30, 2021, is made and entered into by and among Marblegate Acquisition Corp., a Delaware corporation (the “Company”), Marblegate Acquisition LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), the qualified institutional buyers or institutional accredited investors listed under “Anchor Investors” on the signature pages hereto (the “Anchor Investors”), and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, Cantor, Anchor Investors, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • October 5th, 2021 • Marblegate Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 30, 2021, is by and between Marblegate Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 5th, 2021 • Marblegate Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 30, 2021, by and between Marblegate Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between MARBLEGATE ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: September 30, 2021Underwriting Agreement • October 5th, 2021 • Marblegate Acquisition Corp. • Blank checks • New York
The undersigned, Marblegate Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
Marblegate Acquisition Corp. c/o Marblegate Asset Management LLC Greenwich, CT 06831Securities Subscription Agreement • July 1st, 2021 • Marblegate Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date hereof by and between Marblegate Acquisition LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Marblegate Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option to purchase additional Units (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • September 9th, 2021 • Marblegate Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Marblegate Acquisition Corp., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • October 5th, 2021 • Marblegate Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 30th day of September, 2021, by and between Marblegate Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at c/o Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York, 10105, and Marblegate Acquisition LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at c/o Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York, 10105.
Marblegate Acquisition Corp. c/o Ellenoff Grossman & Schole LLP New York, New York 10105Underwriting Agreement • October 5th, 2021 • Marblegate Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Marblegate Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to t
INVESTMENT AGREEMENTInvestment Agreement • September 9th, 2021 • Marblegate Acquisition Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of September [●], 2021, is by and among (i) Marblegate Acquisition Corp., a Delaware corporation (the “SPAC”), (ii) Marblegate Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the purchaser signatory (or signatories) hereto (each, an “Investor”). For the avoidance of doubt, the rights and obligations of each Investor under this Agreement shall be several, and not joint.
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • October 5th, 2021 • Marblegate Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 30th day of September, 2021, by and between Marblegate Acquisition Corp., a Delaware corporation (the “Company”) and Cantor Fitzgerald & Co. (the “Subscriber”).
MARBLEGATE ACQUISITION CORP.Appointment Agreement • April 3rd, 2023 • Marblegate Acquisition Corp. • Blank checks • Delaware
Further to our discussions and your appointment as an independent director of the Board of Directors (the “Board”) of Marblegate Acquisition Corp. (the “Company”), I am happy to provide this letter agreement (this “Agreement”) setting forth the terms and conditions of your directorship.
BUSINESS COMBINATION AGREEMENT BY AND AMONG MARBLEGATE ASSET MANAGEMENT, LLC, MARBLEGATE ACQUISITION CORP., MARBLEGATE CAPITAL CORPORATION, MAC MERGER SUB, INC., DEPALMA ACQUISITION I LLC AND DEPALMA ACQUISITION II LLC DATED AS OF FEBRUARY 14, 2023Business Combination Agreement • February 21st, 2023 • Marblegate Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of February 14, 2023, is made by and among Marblegate Asset Management, LLC, a Delaware limited liability company (“Marblegate”), Marblegate Acquisition Corp., a Delaware corporation (“Acquiror”), Marblegate Capital Corporation, a Delaware corporation (“Newco”), MAC Merger Sub, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Newco (“Merger Sub”), DePalma Acquisition I LLC, a Delaware limited liability company (“DePalma I”), and DePalma Acquisition II LLC, a Delaware limited liability company (“DePalma II,” and each of DePalma I and DePalma II a “DePalma Company” and together, the “DePalma Companies”). Marblegate, Acquiror, Newco, Merger Sub and the DePalma Companies shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
MARBLEGATE ACQUISITION CORP. c/o Ellenoff Grossman & Schole LLPAdministrative Support Agreement • October 5th, 2021 • Marblegate Acquisition Corp. • Blank checks • New York
This letter agreement, by and between Marblegate Acquisition Corp. (the “Company”) and Marblegate Acquisition LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 21st, 2023 • Marblegate Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of February 14, 2023, is made by and among Marblegate Acquisition Corporation, a Delaware corporation (“Acquiror”), [Marblegate Acquisition LLC, a Delaware limited liability company]//[the undersigned director or executive officer of Acquiror] (the “Supporting Shareholder”), as a holder of either or both shares of Class A common stock, par value $0.0001 per share, of Acquiror (the “Acquiror Class A Common Stock”) or shares of Class B common stock, par value $0.0001 per share, of Acquiror (“Acquiror Class B Common Stock”), as applicable (collectively the shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, the “Acquiror Shares”), and Marblegate Capital Corporation, a Delaware corporation (“Newco”). Acquiror, the Supporting Shareholder, the DePalma Companies (as defined below), and Newco shall be referred to herein from time to time collectively as the “Parties” and each, a “Party”. Capitalized terms used b
MARBLEGATE ACQUISITION CORP. c/o Ellenoff Grossman & Schole LLPAdministrative Support Agreement • September 9th, 2021 • Marblegate Acquisition Corp. • Blank checks • New York
This letter agreement, by and between Marblegate Acquisition Corp. (the “Company”) and Marblegate Acquisition LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
