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.
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
