REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [●], 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).
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of January 15, 2021, pursuant to which the Sponsor purchased an aggregate of 8,625,000 shares of the Companys Class B common stock, par value $0.0001 per share (the Founder Shares); and in September 2021, the Company effected a stock dividend of approximately 0.3694 shares for each share of Class B common stock outstanding, resulting in the Sponsor holding 11,810,833 Founder Shares, up to 1,507,500 of which would be forfeited to the Company for no consideration depending on the extent to which the underwriters of the Companys initial public offering exercise their over-allotment option;
WHEREAS, the Founder Shares are convertible into shares of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), on the terms and conditions provided in the Companys amended and restated certificate of incorporation;
WHEREAS, on [●], 2021, the Company and the Sponsor entered into that certain Private Placement Units Purchase Agreement (the Sponsor Placement Units Purchase Agreement), pursuant to which the Sponsor agreed to purchase 610,000 units (or up to 632,500 units if the underwriters over-allotment option is exercised) (the Sponsor Private Placement Units), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, on [●], 2021, the Company and Cantor entered into that certain Private Placement Units Purchase Agreement (the Underwriter Placement Units Purchase Agreement, together with the Sponsor Placement Units Purchase Agreement, the Placement Units Purchase Agreements), pursuant to which Cantor agreed to purchase 300,000 units (the Underwriter Private Placement Units and, together with the Sponsor Private Placement Units, the Private Placement Units), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination (as defined below) the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into units (Working Capital Units) at a price of $10.00 per unit; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: