MGTE · Marblegate Capital Corp

Represents shares of the Company's common stock and warrants received in the Distribution. Marblegate Special Opportunities Master Fund, L.P ("MSOMF") is the record holder of such shares. Marblegate Special Opportunities GP, LLC ("Marblegate GP") is the General Partner of MSOMF. Marblegate Holdings, LLC ("Marblegate Holdings") is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and Marblegate Asset Management. LLC ("MAM"), the investment manager of MSOMF, may be deemed to exercise voting and investment power over the securities held by MSOMF and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

1. Represents shares of the Company's common stock distributed by Marblegate Acquisition LLC (the "Sponsor") on April 17, 2024 to certain individuals and entities who were members of the Sponsor (the "Distribution."). The Sponsor was the record holder of such shares. Marblegate Asset Management, LLC is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to beneficially own such shares.

(Continued from footnote 2) Andrew Milgram and Paul Arrouet, as Managing Partners of Marblegate IM Holdings, LLC, the managing member of Marblegate Asset Management, LLC, may be deemed to exercise voting and investment power over the securities held by the Sponsor and therefore may be deemed to beneficially own such securities. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Represents shares of the Company's common stock and warrants received in the Distribution. Marblegate Special Opportunities Master Fund, L.P ("MSOMF") is the record holder of such shares. Marblegate Special Opportunities GP, LLC ("Marblegate GP") is the General Partner of MSOMF. Marblegate Holdings, LLC ("Marblegate Holdings") is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and Marblegate Asset Management. LLC ("MAM"), the investment manager of MSOMF, may be deemed to exercise voting and investment power over the securities held by MSOMF and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

Represents shares of the Company's common stock and warrants received in the Distribution. Marblegate Special Opportunities Master Fund, L.P ("MSOMF") is the record holder of such shares. Marblegate Special Opportunities GP, LLC ("Marblegate GP") is the General Partner of MSOMF. Marblegate Holdings, LLC ("Marblegate Holdings") is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and Marblegate Asset Management. LLC ("MAM"), the investment manager of MSOMF, may be deemed to exercise voting and investment power over the securities held by MSOMF and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

Represents shares of the Company's common stock and warrants received in the Distribution. Marblegate Special Opportunities Master Fund, L.P ("MSOMF") is the record holder of such shares. Marblegate Special Opportunities GP, LLC ("Marblegate GP") is the General Partner of MSOMF. Marblegate Holdings, LLC ("Marblegate Holdings") is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and Marblegate Asset Management. LLC ("MAM"), the investment manager of MSOMF, may be deemed to exercise voting and investment power over the securities held by MSOMF and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

Represents shares of the Company's common stock distributed by Marblegate Acquisition LLC (the "Sponsor") on April 17, 2024 to certain individuals and entities who were members of the Sponsor (the "Distribution."). The Sponsor was the record holder of such shares. Marblegate Asset Management, LLC is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to beneficially own such shares.

(Continued from footnote 2) Andrew Milgram and Paul Arrouet, as Managing Partners of Marblegate IM Holdings, LLC, the managing member of Marblegate Asset Management, LLC, may be deemed to exercise voting and investment power over the securities held by the Sponsor and therefore may be deemed to beneficially own such securities. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Represents shares of the Company's stock and warrants distributed by Marblegate Acquisition LLC, the sponsor of the Issuer's predecessor, (the "Sponsor") to certain individuals and entities who were members of the Sponsor. The Harvey Golub Revocable Trust is the record holder of such shares. Harvey Golub, as the trustee and beneficiary of the Harvey Golub Revocable Trust, is deemed to be the beneficial owner of such shares.

Represents shares of the Company's stock and warrants distributed by Marblegate Acquisition LLC, the sponsor of the Issuer's predecessor, (the "Sponsor") to certain individuals and entities who were members of the Sponsor. The Harvey Golub Revocable Trust is the record holder of such shares. Harvey Golub, as the trustee and beneficiary of the Harvey Golub Revocable Trust, is deemed to be the beneficial owner of such shares.

Represents shares of the Company's common stock received in the Distribution. Marblegate Cobblestone Master Fund I, L.P. is the record holder of such shares. Marblegate GP is the General Partner of Marblegate Cobblestone Master Fund I, L.P. Marblegate Holdings is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and MAM, the investment manager of Marblegate Cobblestone Master Fund I, L.P. may be deemed to exercise voting and investment power over the securities held by Marblegate Cobblestone Master Fund I, L.P. and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

Represents shares of the Company's common stock received in the Distribution. Marblegate Cobblestone Master Fund I, L.P. is the record holder of such shares. Marblegate GP is the General Partner of Marblegate Cobblestone Master Fund I, L.P. Marblegate Holdings is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and MAM, the investment manager of Marblegate Cobblestone Master Fund I, L.P. may be deemed to exercise voting and investment power over the securities held by Marblegate Cobblestone Master Fund I, L.P. and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Partners Master Fund II, L.P. is the record holder of such shares. Marblegate GP is the General Partner of Marblegate Partners Master Fund II, L.P. Marblegate Holdings is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as Managing Partners of Marblegate Holdings and MAM, the investment manager of Marblegate Partners Master Fund II, L.P., may be deemed to exercise voting and investment power over such securities and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

Represents shares of the Company's common stock issued on the closing date of the Business Combination. Includes 1,459,603 and 3,829,469 shares of Class A common stock of MAC and Class B common stock of MAC, respectively, that were converted into shares of the Company's common stock as consideration for the Business Combination. The Sponsor is the record holder of such shares. Marblegate Asset Management, LLC is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to beneficially own such shares.

(Continued from footnote 2) Andrew Milgram and Paul Arrouet, as Managing Partners of Marblegate IM Holdings, LLC, the managing member of Marblegate Asset Management, LLC, may be deemed to exercise voting and investment power over the securities held by the Sponsor and therefore may be deemed to beneficially own such securities. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Special Opportunities Master Fund, L.P ("MSOMF") is the record holder of such shares. Marblegate Special Opportunities GP, LLC ("Marblegate GP") is the General Partner of MSOMF. Marblegate Holdings, LLC ("Marblegate Holdings") is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and Marblegate Asset Management. LLC ("MAM"), the investment manager of MSOMF, may be deemed to exercise voting and investment power over the securities held by MSOMF and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Tactical III Master Fund I L.P. is the record holder of such shares. Marblegate Tactical III GP, LLC ("Tactical III GP") is the General Partner of Marblegate Tactical Master Fund I, L.P. Marblegate Holdings is the Managing Member of Tactical III GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and MAM, the investment manager of Marblegate Tactical III Master Fund I L.P., may be deemed to exercise voting and investment power over the securities held by Marblegate Tactical III Master Fund I, L.P and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Tactical III Master Fund II, L.P. is the record holder of such shares. Marblegate GP is the General Partner of Marblegate Tactical III Master Fund II, L.P. Marblegate Holdings is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as Managing Partners of Marblegate Holdings and MAM, the investment manager of Marblegate Tactical III Master Fund II, L.P., may be deemed to exercise voting and investment power over such securities and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

Represents shares of the Company's common stock issued on the closing date of the Business Combination. Includes 281,645 shares of MAC Class A Common Stock converted into the Company's common stock in connection with the closing of the Business Combination. The Harvey Golub Revocable Trust is the record holder of such shares. Harvey Golub, as the trustee and beneficiary of the Harvey Golub Revocable Trust, is deemed to be the beneficial owner of such shares.

Represents shares of Class A common stock of Marblegate Acquisition Corp. ("MAC") transferred by Marblegate Acquisition LLC before the closing of the business combination ("Business Combination") contemplated by that certain Business Combination Agreement, dated as of February 14, 2023, by and MAC, Marblegate Asset Management, LLC, Marblegate Capital Corporation, (the "Company"), MAC Merger Sub, Inc., DePalma Acquisition I LLC, and DePalma Acquisition II LLC, that were converted into the Company's common stock in connection with the closing of the Business Combination. Golub Investments LP is the record holder of such shares. The reporting person has an indirect pecuniary interest in such shares through his direct membership interests in Golub Investments LP, over which the reporting person does not have voting or dispositive control.

Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Special Opportunities Master Fund, L.P ("MSOMF") is the record holder of such shares. Marblegate Special Opportunities GP, LLC ("Marblegate GP") is the General Partner of MSOMF. Marblegate Holdings, LLC ("Marblegate Holdings") is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and Marblegate Asset Management. LLC ("MAM"), the investment manager of MSOMF, may be deemed to exercise voting and investment power over the securities held by MSOMF and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Strategic Opportunities Master Fund I, L.P is the record holder of such shares. Marblegate GP is the General Partner of Marblegate Strategic Opportunities Master Fund I, L.P Marblegate Holdings is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and MAM, the investment manager of Marblegate Strategic Opportunities Master Fund I, L.P, may be deemed to exercise voting and investment power over the securities held by Marblegate Strategic Opportunities Master Fund I, L.P and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Partners Master Fund II, L.P. is the record holder of such shares. Marblegate GP is the General Partner of Marblegate Partners Master Fund II, L.P. Marblegate Holdings is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as Managing Partners of Marblegate Holdings and MAM, the investment manager of Marblegate Partners Master Fund II, L.P., may be deemed to exercise voting and investment power over such securities and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

Represents shares of Class A common stock of Marblegate Acquisition Corp. ("MAC") transferred by Marblegate Acquisition LLC (the "Sponsor") before the closing of the business combination ("Business Combination") contemplated by that certain Business Combination Agreement, dated as of February 14, 2023, by and among MAC, Marblegate Asset Management, LLC, Marblegate Capital Corporation (the "Company"), MAC Merger Sub, Inc., DePalma Acquisition I LLC, and DePalma Acquisition II LLC, that were converted into the Company's common stock in connection with the closing of the Business Combination. Mr. Kravetz is the record holder of such shares. These securities are owned solely by Mr. Kravetz, and, as such, Mr. Kravetz will be deemed to exercise voting and investment power over such securities.

Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Cobblestone Master Fund I, L.P. is the record holder of such shares. Marblegate GP is the General Partner of Marblegate Cobblestone Master Fund I, L.P. Marblegate Holdings is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and MAM, the investment manager of Marblegate Cobblestone Master Fund I, L.P. may be deemed to exercise voting and investment power over the securities held by Marblegate Cobblestone Master Fund I, L.P. and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

Represents shares of the Company's common stock issued on the closing date of the Business Combination. Includes 1,459,603 and 3,829,469 shares of Class A common stock of MAC and Class B common stock of MAC, respectively, that were converted into shares of the Company's common stock as consideration for the Business Combination. The Sponsor is the record holder of such shares. Marblegate Asset Management, LLC is the managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor and may be deemed to beneficially own such shares. Andrew Milgram and Paul Arrouet, as Managing Partners of Marblegate IM Holdings, LLC, the managing member of Marblegate Asset Management, LLC, may be deemed to exercise voting and investment power over the securities held by the Sponsor and therefore may be deemed to beneficially own such securities.

(Continued from footnote 2) Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Partners Master Fund I, L.P. is the record holder of such shares. Marblegate GP is the General Partner of Marblegate Partners Master Fund I, L.P. Marblegate Holdings is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as Managing Partners of Marblegate Holdings and MAM, the investment manager of Marblegate Partners Master Fund I, L.P., may be deemed to exercise voting and investment power over such securities and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Tactical III Master Fund II, L.P. is the record holder of such shares. Marblegate GP is the General Partner of Marblegate Tactical III Master Fund II, L.P. Marblegate Holdings is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as Managing Partners of Marblegate Holdings and MAM, the investment manager of Marblegate Tactical III Master Fund II, L.P., may be deemed to exercise voting and investment power over such securities and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

Represents shares of Class A common stock of Marblegate Acquisition Corp. ("MAC") transferred by Marblegate Acquisition LLC (the "Sponsor") before the closing of the business combination ("Business Combination") contemplated by that certain Business Combination Agreement, dated as of February 14, 2023, by and among MAC, Marblegate Asset Management, LLC, Marblegate Capital Corporation (the "Company"), MAC Merger Sub, Inc., DePalma Acquisition I LLC, and DePalma Acquisition II LLC, that were converted into the Company's common stock in connection with the closing of the Business Combination. Mr. Arrouet is the record holder of such shares. These securities are owned solely by Mr. Arrouet and, as such, Mr. Arrouet will be deemed to exercise voting and investment power over such securities.

Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Cobblestone Master Fund I, L.P. is the record holder of such shares. Marblegate GP is the General Partner of Marblegate Cobblestone Master Fund I, L.P. Marblegate Holdings is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and MAM, the investment manager of Marblegate Cobblestone Master Fund I, L.P. may be deemed to exercise voting and investment power over the securities held by Marblegate Cobblestone Master Fund I, L.P. and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

Represents shares of Class A common stock of Marblegate Acquisition Corp. ("MAC") transferred by Marblegate Acquisition LLC (the "Sponsor") before the closing of the business combination ("Business Combination") contemplated by that certain Business Combination Agreement, dated as of February 14, 2023, by and among MAC, Marblegate Asset Management, LLC, Marblegate Capital Corporation (the "Company"), MAC Merger Sub, Inc., DePalma Acquisition I LLC, and DePalma Acquisition II LLC, that were converted into the Company's common stock in connection with the closing of the Business Combination. Mr. Milgram is the record holder of such shares. These securities are owned solely by Mr. Milgram and, as such, Mr. Milgram will be deemed to exercise voting and investment power over such securities.

Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Tactical III Master Fund I L.P. is the record holder of such shares. Marblegate Tactical III GP, LLC ("Tactical III GP") is the General Partner of Marblegate Tactical Master Fund I, L.P. Marblegate Holdings is the Managing Member of Tactical III GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and MAM, the investment manager of Marblegate Tactical III Master Fund I L.P., may be deemed to exercise voting and investment power over the securities held by Marblegate Tactical III Master Fund I, L.P and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Partners Master Fund I, L.P. is the record holder of such shares. Marblegate GP is the General Partner of Marblegate Partners Master Fund I, L.P. Marblegate Holdings is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as Managing Partners of Marblegate Holdings and MAM, the investment manager of Marblegate Partners Master Fund I, L.P., may be deemed to exercise voting and investment power over such securities and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.

Represents shares of the Company's common stock issued in connection with the Business Combination. Marblegate Strategic Opportunities Master Fund I, L.P is the record holder of such shares. Marblegate GP is the General Partner of Marblegate Strategic Opportunities Master Fund I, L.P. Marblegate Holdings is the Managing Member of Marblegate GP. Andrew Milgram and Paul Arrouet, as the Managing Partners of Marblegate Holdings and MAM, the investment manager of Strategic Opportunities Master Fund I, L.P., may be deemed to exercise voting and investment power over the securities held by Marblegate Strategic Opportunities Master Fund I, L.P and therefore may be deemed to beneficially own such securities. Each of Mr. Milgram and Mr. Arrouet disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest each may have therein, directly or indirectly.