Exhibit 10.3


 


PRIVATE
PLACEMENT units PURCHASE AGREEMENT


 


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”).


 


WHEREAS, the Company intends to consummate
an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one
share of Class A common stock of the Company, par value $0.0001 per share (each, a “Share”), and one-third of
one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share,
as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission
(the “SEC”), File Number [333-] (the “Registration Statement”), under the Securities Act
of 1933, as amended (the “Securities Act”).


 


WHEREAS, the Purchaser has agreed to purchase,
at a price of $10.00 per unit, 810,000 units (or 885,000 if the underwriters in the Public Offering exercise their over-allotment
option in full) (the “Private Placement Units”), each Private Placement Unit consisting of one Share and one-third
of one redeemable warrant (the “Private Placement Warrants”), and each Private Placement Warrant entitling the
holder to purchase one Share at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration of the mutual
promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization, Purchase and
Sale; Terms of the Private Placement Units.


 


A. Authorization of the Private Placement Units.
The Company has duly authorized the issuance and sale of the Private Placement Units to the Purchaser.


 


B. Purchase and Sale of the Private Placement Units.


 


(i) On the date of the
consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the
Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, 810,000 Private Placement Units at a price of $10.00 per unit for an aggregate purchase
price of $8,100,000 (the “Purchase Price”). The Purchaser shall pay the Purchase Price by wire transfer of
immediately available funds to the Company, to the trust account at a financial institution to be chosen by the Company,
maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”), in
accordance with the Company’s wiring instructions, at least two (2) business days prior to the effectiveness date of the
Registration Statement. On the IPO Closing Date, upon the payment by the Purchaser of the Purchase Price, by wire transfer of
immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private
Placement Units purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery
in book-entry form.


 


(ii) On the date of any closing
of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually
agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and each Over-allotment
Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser,
and the Purchaser shall purchase from the Company, up to 75,000 Private Placement Units (or, to the extent the over-allotment option
is not exercised in full, a lesser number of Private Placement Units in proportion to the portion of the over-allotment option
that is exercised) at a price of $10.00 per unit for an aggregate purchase price of up to $750,000 (the “Over-allotment
Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price to the Trust Account by wire transfer of
immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to
such Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase
Price, by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate
evidencing the Private Placement Units purchased on such date duly registered in the Purchaser’s name to the Purchaser or
effect such delivery in book-entry form.


 






     


     


    

 


C. Terms of the Private Placement Units.


 


(i) Each Private Placement Warrant
underlying each Private Placement Unit shall have the terms set forth in a Warrant Agreement to be entered into by the Company
and a warrant agent, in connection with the Public Offering (the “Warrant Agreement”), and shall be subject
to the terms of a letter agreement to be entered into by the Company, the Purchaser and the other parties thereto, in connection
with the Public Offering.


 


(ii) At the time of, or prior to,
the IPO Closing Date, the Company and the Purchaser shall enter into a registration and stockholder rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to
the Private Placement Units and the underlying Shares and Private Placement Warrants (including the Shares underlying such Private
Placement Warrants).


 


Section 2. Representations and Warranties
of the Company.


 


As a material inducement to the Purchaser
to enter into this Agreement and purchase the Private Placement Units, the Company hereby represents and warrants to the Purchaser
(which representations and warranties shall survive each Closing Date) that:


 


A. Incorporation and Corporate Power. The
Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and
is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material
adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate
power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 


B. Authorization; No Breach.


 


(i) The execution, delivery and
performance of this Agreement and the Private Placement Units have been duly authorized by the Company as of each Closing Date.
This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or
affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon
issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement
Units and the underlying Shares and Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable
in accordance with their terms as of each Closing Date.


 


(ii) The execution and delivery
by the Company of this Agreement and the Private Placement Units, the issuance and sale of the Private Placement Units, the issuance
of the Shares upon exercise of the Private Placement Units and the fulfillment of and compliance with the respective terms hereof
and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or result in a breach of the terms, conditions
or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance
upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent,
approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the amended and restated certificate of incorporation of the Company or the bylaws of the Company (in
effect on the date hereof or as may be amended prior to completion of the Public Offering) or any material law, statute, rule or
regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except
for any filings required after the date hereof under federal or state securities laws.


 






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C. Title to Securities. Upon issuance in accordance
with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares and Private Placement Warrants underlying
the Private Placement Units and the Shares issuable upon exercise of such Private Placement Warrants will be duly and validly
issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant
Agreement, the Purchaser will have good title to the Shares and Private Placement Warrants underlying the Private Placement Units
and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances
of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer
restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the
Purchaser.


 


D. Governmental Consents. No permit, consent,
approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the
execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions
contemplated hereby.


 


E. Regulation D Qualification. Neither the
Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or
more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D
under the Securities Act.


 


Section 3. Representations and Warranties
of the Purchaser.


 


As a material inducement to the Company
to enter into this Agreement and issue and sell the Private Placement Units to the Purchaser, the Purchaser hereby represents and
warrants to the Company (which representations and warranties shall survive each Closing Date) that:


 


A. Organization and Requisite Authority. The
Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


B. Authorization; No Breach.


 


(i) This Agreement constitutes a
valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights
and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The execution and delivery
by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall
not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of,
(b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s
equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other
action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the
Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated
Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument,
order, judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof under federal
or state securities laws.


 






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C. Investment Representations.


 


(i) The Purchaser is acquiring the
Private Placement Units, the Shares and Private Placement Warrants underlying the Private Placement Units and, upon exercise of
such Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”) for
its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or
distribution thereof.


 


(ii) The Purchaser is an “accredited
investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying
event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii) The Purchaser understands
that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements
of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the
Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv) The Purchaser did not decide
to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of
Regulation D under the Securities Act.


 


(v) The Purchaser has been furnished
with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale
of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions
of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves
a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 


(vi) The Purchaser understands that
no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation
or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such
authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii) The Purchaser understands
that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and
may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance
on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor
any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to
comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken
the position that promoters or affiliates of a blank check company and their transferees, both before and after an initial Business
Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check
company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions
of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through
a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act.


 


(viii) The Purchaser has such knowledge
and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities
of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the
Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an
indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and
will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities.
The Purchaser can afford a complete loss of its investments in the Securities.


 






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(ix) The Purchaser understands that
the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.


 


Section 4. Conditions of the Purchaser’s
Obligations.


 


The obligations of the Purchaser to purchase
and pay for the Private Placement Units- are subject to the fulfillment, on or before each Closing Date, of each of the following
conditions:


 


A. Representations and Warranties. The representations
and warranties of the Company contained in Section 2 shall be true and correct at and as of such Closing Date as though then made.


 


B. Performance. The Company shall have performed
and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or
complied with by it on or before such Closing Date.


 


C. No Injunction. No litigation, statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or
in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the
matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the
Warrant Agreement.


 


D. Warrant Agreement and Registration Rights Agreement.
The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, in each case on terms satisfactory
to the Purchaser.


 


Section 5. Conditions of the Company’s
Obligations.


 


The obligations of the Company to the Purchaser
under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations and Warranties. The representations
and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though then
made.


 


B. Performance. The Purchaser shall have performed
and complied with all agreements, obligations and conditions contained in this Agreement that are required
to be performed or complied with by the Purchaser on or before such Closing Date.


 


C. Corporate Consents. The Company shall have
obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the Warrant
Agreement and the issuance and sale of the Private Placement Units hereunder.


 


D. No Injunction. No litigation, statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or
in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the
matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the
Warrant Agreement.


 


E. Warrant Agreement and Registration Rights Agreement.
The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, in each case on terms satisfactory
to the Company.


 






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Section 6. Termination.


 


This Agreement may be terminated by the
Company or the Purchaser at any time after December 31, 2020 upon written notice to the other party hereto if the closing of the
Public Offering does not occur prior to such date.


 


Section 7. Survival of Representations
and Warranties.


 


All of the representations and warranties
contained herein shall survive each Closing Date.


 


Section 8. Definitions.


 


Terms used but not otherwise defined in
this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 9. Miscellaneous.


 


A. Successors and Assigns. Except as otherwise
expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto
shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding
the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser
to affiliates thereof (including, without limitation one or more of its members).


 


B. Severability. Whenever possible, each provision
of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts
taken together shall constitute one and the same agreement.


 


D. Descriptive Headings; Interpretation. The
descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement.
The use of the word “including” in this Agreement shall be by way of example rather than by limitation.


 


E. Governing Law. This Agreement shall be
deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with
the internal laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the laws of another jurisdiction.


 


F. Amendments. This Agreement may not be amended,
modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.


 


[Signature page follows]


 




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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:
	 	 	 
	 	Glenfarne merger Corp.
	 	 	                
	 	By:	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	PURCHASER:
	 	 	 
	 	Glenfarne sponsor, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


[Signature
Page to Warrant Purchase Agreement]


 


 


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