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).
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (Common Stock) and one-half of one redeemable Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 15,000,000 warrants (or up to 17,250,000 warrants if the Over-Allotment Option (as defined below) is exercised in full) to public investors in the Offering (the Public Warrants); and
WHEREAS, on September 30, 2021, the Company entered into that certain Unit Subscription Agreement with Marblegate Acquisition LLC, a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor agreed to purchase an aggregate of 610,000 Units for a purchase price of $6,100,000 simultaneously with the closing of the Offering and in connection therewith, the Company will issue and deliver an aggregate of 305,000 warrants bearing the legend set forth in Exhibit B hereto (the Private Placement Warrants); and
WHEREAS, on September 30, 2021, the Company entered into that certain Unit Subscription Agreement with Cantor Fitzgerald & Co. (Cantor), pursuant to which Cantor and/or its designees agreed to purchase an aggregate of 150,000 Units simultaneously for a purchase price of $1,500,000 simultaneously with the closing of the Offering and in connection therewith, the Company will issue and deliver an aggregate of 75,000 Private Placement Warrants bearing the legend set forth in Exhibit C hereto; and
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 executive officers and directors may, but are not obligated to, loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 150,000 Units at a price of $10.00 per Unit and in connection therewith, the Company will issue and deliver up to an aggregate of 75,000 warrants (the Working Capital Warrants); and
WHEREAS, following consummation of the Offering, the Company may issue additional warrants (Post IPO Warrants; together with the Private Placement Warrants, the Working Capital Warrants and the Public Warrants, the Warrants) in connection with, or following the consummation by the Company of, a Business Combination (defined below); and
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1, File No. 333- 259422] (the Registration Statement) and prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units, the Public Warrants and the Common Stock included in the Units; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.