EX-10.4





 Exhibit 10.4 

MARBLEGATE ACQUISITION CORP. 

c/o Ellenoff Grossman & Schole LLP 

1345 Avenue of the Americas 

New York, New York 10105 

September 30, 2021 
 MARBLEGATE ACQUISITION
LLC 
 c/o Ellenoff Grossman & Schole LLP 
 1345 Avenue
of the Americas 
 New York, New York 10105 

Re: Administrative Support Agreement 

Ladies and Gentlemen: 
 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”): 
 (i) The Sponsor shall make available, or cause to be made available, to the
Company, certain utilities and secretarial and administrative support as may be reasonably required by the Company. In exchange therefor, the Company shall pay the Sponsor a sum of $10,000 per month on the Listing Date and continuing monthly
thereafter until the Termination Date; and 
 (ii) The Sponsor hereby irrevocably waives any and all right, title, interest, causes of action
and claims of any kind as a result of, or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public
stockholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”) as a result of, or arising out of, this letter agreement, and hereby
irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement,
payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever. 

This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes
all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. 

This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the
parties hereto. 
 No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without
the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. 

This letter agreement constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in
contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of law principles. 

[Signature Page Follows] 

  
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	Very truly yours,
	
	MARBLEGATE ACQUISITION CORP.
		
	By:	 	 /s/ Andrew Milgram

		 	Name: Andrew Milgram
		 	Title: Chief Executive Officer


  

			
	 AGREED TO AND ACCEPTED BY:

MARBLEGATE ACQUISITION LLC

		
	By:	 	 /s/ Andrew Milgram

		 	Name: Andrew Milgram
		 	 Title: Managing Partner of Marblegate Asset

Management, LLC


 [Signature Page to Administrative Support Agreement] 

  
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