EX-10.5





 Exhibit 10.5 

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT 

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. 

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 610,000 units
(the “ Initial Units” and, together with the Additional Units (as defined below), the “Units”) of the Company (or up to 632,500 Units if the underwriters’ over-allotment option in connection with the IPO (as defined below)
is exercised in full), each 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 warrant, each whole warrant
exercisable to purchase one share of Common Stock (“Warrant”), for a purchase price of $10.00 per Unit. The shares of Common Stock underlying the Warrants are hereinafter referred to as the “Warrant Shares.” The shares of Common
Stock underlying the Units (excluding the Warrant Shares) are hereinafter referred to as the “Placement Shares.” The Warrants underlying the Units are hereinafter referred to as the “Placement Warrants.” The Units, Placement
Shares, Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant is exercisable to purchase one share of Common Stock at an exercise price of $11.50 during the
period commencing on the later of (i) twelve (12) months from the date of the closing of the Company’s initial public offering of units (the “IPO”) and (ii) thirty (30) days following the consummation of the
Company’s initial business combination (the “Business Combination”), as such term is defined in the registration statement in connection with the IPO, as amended, at the time it becomes effective (the “Registration
Statement”), and expiring on the fifth (5th) anniversary of the consummation of the Business Combination; and 

WHEREAS, the Subscriber wishes to purchase 610,000 Units (or up to 632,500 Units if the underwriters’ over-allotment option is exercised
in full), and the Company wishes to accept such subscription from Subscriber. 
 NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Subscriber hereby agree as follows: 

1. Agreement to Subscribe 
 1.1.
Purchase and Issuance of the Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as
defined below) the Units in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such
delivery in book-entry form. 

  
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 1.2. Purchase Price. 

 

	 	(i)	 As payment in full for the Units being purchased under this Agreement, the Subscriber shall pay $6,100,000 (the
“Purchase Price”) by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the
Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), one (1) business day prior to the date of effectiveness of the Registration Statement. 



 

	 	(ii)	 In the event that the over-allotment option is exercised in full or in part, Subscriber shall purchase up to an
additional 22,500 Units (the “Additional Units”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Units, as payment in full for the Additional
Units being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $10.00 per Additional Unit, up to an aggregate amount of $225,000, by wire transfer
of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account. 



1.3. Closing. The closing of the purchase and sale of the Units shall take place simultaneously with the closing of the IPO (the “
Initial Closing Date”). The closing of the purchase and sale of the Additional Units, if applicable, shall take place simultaneously with the closing of all or any portion of the over-allotment option (such closing date, together with the
Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). The closing of the purchase and sale of each of the Initial Units and the Additional Units shall take place at the offices of Ellenoff Grossman &
Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York, 10105, or such other place as may be agreed upon by the parties hereto. 

1.4 Termination. This Agreement and each of the obligations of the undersigned shall be null and void and without effect if a Closing
Date does not occur prior to December 31, 2021. 
 2. Representations and Warranties of Subscriber 

Subscriber represents and warrants to the Company that: 

2.1. No Government Recommendation or Approval. Subscriber understands that no federal or state agency has passed upon or made any
recommendation or endorsement of the Company or the Offering of the Securities. 
 2.2. Accredited Investor. Subscriber represents
that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in
reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. 

  
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 2.3. Intent. Subscriber is purchasing the Securities solely for investment purposes,
for Subscriber’s own account (and/or for the account or benefit of its members or affiliates, as permitted, pursuant to the terms of an agreement (the “Insider Letter”) to be entered into with respect to the Securities between, among
others, Subscriber and the Company, as described in the Registration Statement), and not with a view to the distribution thereof and Subscriber has no present arrangement to sell the Securities to or through any person or entity except as may be
permitted under the Insider Letter. Subscriber shall not engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act. 

2.4. Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not involving a
public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities,
such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated
under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other
jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof. Subscriber agrees that if any transfer of its Securities or any interest
therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another
available exemption from registration, Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the Insider Letter, as described in the Registration Statement). Subscriber further acknowledges that because the
Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination of the Company, despite technical compliance with the
requirements of Rule 144 and the release or waiver of any contractual transfer restrictions. 
 2.5. Sophisticated Investor. 

(i) Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the
Securities. 
 (ii) Subscriber is aware that an investment in the Securities is highly speculative and subject to substantial
risks because, among other things, the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from
such registration is available. Subscriber is able to bear the economic risk of its investment in the Securities for an indefinite period of time. 

2.6. Independent Investigation. Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation
of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other


  
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representatives or agents of the Company, other than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition of the Company and has had an
opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company and the terms and conditions of the offering of the Units and has had full access to such other information concerning the
Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made available and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber has
requested. 
 2.7 Organization and Authority. Subscriber is duly organized, validly existing and in good standing under the laws of
the State of Delaware and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. 

2.8. Authority. This Agreement has been validly authorized, executed and delivered by Subscriber and is a valid and binding agreement
enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. 

2.9. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) Subscriber’s charter documents, (ii) any agreement or instrument to which Subscriber is a party or (iii) any law, statute, rule or regulation to
which Subscriber is subject, or any agreement, order, judgment or decree to which Subscriber is subject. 
 2.10. No Legal Advice from
Company. Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement and the other agreements entered into between the parties hereto with Subscriber’s own legal counsel
and investment and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements entered into between the parties hereto, Subscriber is relying solely on such counsel and advisors and not
on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any
jurisdiction. 
 2.11. Reliance on Representations and Warranties. Subscriber understands the Units are being offered and sold to
Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and understandings of Subscriber set forth in this Agreement in order to determine the applicability of such provisions. 

2.12. No General Solicitation. Subscriber is not subscribing for the Units as a result of or subsequent to any general solicitation or
general advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting or in a
registration statement with respect to the IPO filed with the Securities and Exchange Commission (“SEC”). 

  
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 2.13. Legend. Subscriber acknowledges and agrees the certificates evidencing each of
the Securities shall bear a restrictive legend (the “Legend”), in form and substance substantially as set forth in Section 4 hereof. 
 3.
Representations, Warranties and Covenants of the Company 
 The Company represents and warrants to, and agrees with, Subscriber that:

 3.1. Valid Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to
issue is 200,000,000 shares of Class A Common Stock, 20,000,000 shares of Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share
(“Preferred Stock”). As of the date hereof, the Company has issued and outstanding 11,810,833 shares of Class B Common Stock (of which up to 1,507,500 shares are subject to forfeiture as described in the Registration Statement), no
shares of Class A Common Stock and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

 3.2 Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant
agreement to be entered into between the Company and Continental, as warrant agent (the “Warrant Agreement”), as the case may be, each of the Units, Placement Shares, Placement Warrants and Warrant Shares will be duly and validly issued,
fully paid and non-assessable. On the date of issuance of the Units, the Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and
the Warrant Agreement, as the case may be, Subscriber will have or receive good title to the Units, Placement Shares and Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions
hereunder and pursuant to the Insider Letter and (ii) transfer restrictions under federal and state securities laws. 
 3.3.
Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry
on its business as now being conducted. 
 3.4. Authorization; Enforcement. (i) The Company has the requisite corporate power and
authority to enter into and perform its obligations under this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement by the Company and the consummation by it
of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required, and (iii) this Agreement
constitutes valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be
limited by federal and state securities laws or principles of public policy. 

  
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 3.5. No Conflicts. The execution, delivery and performance of this Agreement and the
consummation by the Company of the transactions contemplated hereby do not (i) result in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict with, or constitute a
default under any agreement or instrument to which the Company is a party or (iii) any law statute, rule or regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other than any
SEC or state securities filings which may be required to be made by the Company subsequent to the Closing, and any registration statement which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or
regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement or issue the
Units, Placement Shares, Placement Warrants or Warrant Shares in accordance with the terms hereof. 
 4. Legends 

4.1. Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, purchased
by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend and appropriate “stop transfer” instructions: 

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.” 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS,
MARBLEGATE ACQUISITION CORP. AND MARBLEGATE ACQUISITION LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER.” 

4.2. Subscriber’s Compliance. Nothing in this Section 4 shall affect in any way Subscriber’s obligations and agreements
to comply with all applicable securities laws upon resale of the Securities. 

  
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 4.3. Company’s Refusal to Register Transfer of the Securities. The Company shall
refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or pursuant to an available
exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 
 4.4
Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement (“Registration Rights Agreement”) to be entered into between, among others, the Subscriber
and the Company, on or prior to the effective date of the Registration Statement. 
 5. Waiver of Liquidation Distributions 

In connection with the Securities purchased pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest or claim of
any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in
connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the
Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to
redeem 100% of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders’ rights or
pre-Business Combination activity. In the event a Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption
value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination. 

6. Terms of Placement Warrants 
 Each
Placement Warrant shall have the terms set forth in the Warrant Agreement. 
 7. [Reserved] 

8. Terms of the Units and Placement Warrants 

8.1 The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and
component parts will be subject to transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any
of its permitted transferees), and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement and (iii) the Units and component parts are being
purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to the
Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available. 

  
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 8.2 Subscriber agrees to vote the Placement Shares in accordance with the terms of the
Insider Letter and as otherwise described in the Registration Statement. 
 9. Governing Law; Jurisdiction; Waiver of Jury Trial 

This Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly
performed within such state. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby. 

10. Assignment; Entire Agreement; Amendment 

10.1. Assignment. Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by a
Subscriber to a person agreeing to be bound by the terms hereof, including the waiver contained in Section 7 hereof. 
 10.2. Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

 10.3. Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by all of the parties hereto. 
 10.4. Binding upon Successors.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and permitted assigns. 

11. Notices 
 Unless otherwise provided
herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by
courier (which for all purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as
either may designate for itself in such notice to the other. Communications shall be deemed to have been received when delivered personally, on the scheduled arrival date when sent by next day or 2nd-day
courier service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then three (3) days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered
(a) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (b) if by a posting on an electronic network together with separate notice to the stockholder of such specific
posting, upon the later of (1) such posting and (2) the giving of such separate notice; and (c) if by any other form of electronic transmission, when directed to the stockholder. 

  
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 12. Counterparts 

This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile
transmission or by e-mail delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. 
 13. Survival; Severability 

13.1. Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing Date. 

13.2. Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party. 

14. Headings. 
 The titles and subtitles
used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 

[remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of
the date first set forth above. 
  

			
	COMPANY:
	
	MARBLEGATE ACQUISITION CORP.
		
	By:	 	 /s/ Andrew Milgram

		 	Name: Andrew Milgram
		 	Title: Chief Executive Officer
	
	SUBSCRIBER:
	
	MARBLEGATE ACQUISITION LLC
	
	By: Marblegate Asset Management, LLC as Managing Member
		
	By:	 	 /s/ Andrew Milgram

		 	Name: Andrew Milgram
		 	Title: Managing Partner


 [Signature Page to Sponsor Private Placement Units Purchase Agreement] 

  
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