Joshua J. Dapice - 01 Jan 2023 Form 3 Insider Report for Marblegate Acquisition Corp. (GATE)

Footnote F1

The amount of securities shown in this row is owned directly by Grassland Investors, LLC ("Grassland"). All such securities were previously reported by Grassland, Farallon Capital Management, L.L.C. (the "Management Company") and related individuals on Forms 3 filed on December 16, 2022 (collectively, the "Prior Filings"). There have been no transactions in such securities by any such entities or individuals since the filing of the Prior Filings.

Footnote F2

The amount of securities shown in this row is owned directly by Wingback Investors LLC ("Wingback"). All such securities were previously reported by Wingback, the Management Company and related individuals on the Prior Filings. There have been no transactions in such securities by any such entities or individuals since the filing of the Prior Filings.

Footnote F3

The Management Company, as the manager of Grassland and Wingback, may be deemed to be a beneficial owner of the securities of Marblegate Acquisition Corp. (the "Issuer") held by each of Grassland and Wingback. Effective as of January 1, 2023, each of Joshua J. Dapice, Hannah E. Dunn, Edric C. Saito and Daniel S. Short (collectively, the "Managing Members"), became a managing member of the Management Company with the power to exercise investment discretion and, as such, may be deemed to be a beneficial owner of the Issuer's securities held by Grassland and Wingback.

Footnote F4

The Management Company disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except to the extent of its pecuniary interest, if any. Each of the Managing Members disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his or her pecuniary interest, if any.

Footnote F5

The entities and individuals identified in the footnotes of this Form 3, together with the entities and individuals identified in the Prior Filings, may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such a group.

Footnote F6

Each whole warrant of the Issuer is exercisable, pursuant to the terms thereof, for one share of Class A common stock of the Issuer on the later of 30 days after the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering (the "IPO"). The warrants expire five years after the completion of the Issuer's initial business combination or earlier upon redemption by or liquidation of the Issuer, as described in the prospectus for the IPO.

Footnote F7

As described in and pursuant to the terms and conditions of the Issuer's certificate of incorporation, the shares of Class B common stock of the Issuer are convertible into shares of Class A common stock of the Issuer on a one-for-one basis at the time of the Issuer's initial business combination.