Exhibit 10.10


 


GLENFARNE
MERGER Corp.


292 Madison Avenue, 19th Floor


New York, NY 10017


 


March 18, 2021


 


Glenfarne Sponsor, LLC


292 Madison Avenue, 19th Floor


New York, NY 10017


 


		Re:	Administrative Services Agreement



 


Ladies and Gentlemen:


 


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”):


 


		i.	Provider shall make available, or cause to be made available, to the Company, at 292 Madison Avenue, 19th Floor, New York,
NY 10017 (or any successor location of Provider), certain office space and administrative support services as may be reasonably
required by the Company. In exchange therefor, the Company shall pay Provider the sum of $10,000 per month on the Effective Date
and continuing monthly thereafter until the Termination Date; and



 


		ii.	Provider hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result
of, or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment
of any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into
which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”),
and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect
the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment
or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.



 


This letter agreement constitutes the entire
agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


 


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


 


No party hereto may assign either this letter
agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any
purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any
interest or title to the purported assignee.


 


This letter agreement constitutes the entire
relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or
equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without
giving effect to its choice of laws principles.


 






     


     


    




 


	 	 	 	Very truly yours,
	 	 	 	 	 
	 	 	 	GLENFARNE MERGER Corp.
	 	 	 	 	 
	 	 	 	By: 	/s/ Brendan Duval
	 	 	 	Name:	Brendan Duval
	 	 	 	Title:	Chief Executive Officer
	 	 	 	 	 
	AGREED TO AND ACCEPTED BY:	 		 
	 	 	 	 	 
	GLENFARNE SPONSOR, LLC	 	 	 
	by Glenfarne Infrastructure Holdings, LLC its Managing Member	 	 	 
	 	 	 	 	 
	By: 	/s/ Brendan Duval	 	 	 
	Name: 	Brendan Duval	 	 	 
	Title: 	Chief Executive Officer	 	 	 



 


[Signature
Page to Administrative Services Agreement]