Glenfarne Merger Corp. 25,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2021 • Glenfarne Merger Corp. • Blank checks • New York
Glenfarne Merger Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for which you are acting as Representative (the “Representative”), an aggregate of 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional Units (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”) to cover over-allotments. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not o
WARRANT AGREEMENTWarrant Agreement • March 4th, 2021 • Glenfarne Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [__], 2021, is by and between Glenfarne Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • March 4th, 2021 • Glenfarne Merger Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2021, is made and entered into by and among Glenfarne Merger Corp., a Delaware corporation (the “Company”), Glenfarne Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT units PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • March 4th, 2021 • Glenfarne Merger Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of [__], 2021, is entered into by and between Glenfarne Merger Corp., a Delaware corporation (the “Company”), and Glenfarne Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
