Glenfarne Merger Corp. 25,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • March 24th, 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 24th, 2021 • Glenfarne Merger Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Glenfarne Merger Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
WARRANT AGREEMENTWarrant Agreement • March 24th, 2021 • Glenfarne Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 18, 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 24th, 2021 • Glenfarne Merger Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 18, 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”).
Glenfarne Merger Corp. New York, NY 10017 Mizuho Securities USA LLC New York, NY 10020Underwriting Agreement • March 24th, 2021 • Glenfarne Merger Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Glenfarne Merger Corp., a Delaware corporation (the “Company”) and Mizuho Securities USA LLC, as representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Glenfarne Merger Corp. 292 Madison Avenue, 19th Floor New York, NY 10017 Mizuho Securities USA LLC New York, NY 10020Underwriting Agreement • March 24th, 2021 • Glenfarne Merger Corp. • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Glenfarne Merger Corp., a Delaware corporation (the “Company”) and Mizuho Securities USA LLC, as representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
PRIVATE PLACEMENT units PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • March 24th, 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 March 18, 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”).
GLENFARNE MERGER Corp.Administrative Services Agreement • March 24th, 2021 • Glenfarne Merger Corp. • Blank checks • New York
This letter agreement by and between Glenfarne Merger Corp. (the “Company”) and Glenfarne Sponsor, LLC (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering 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”):
