Exhibit
10.7


 


March
18, 2021


 


Glenfarne
Merger Corp.

292 Madison Avenue, 19th Floor


New
York, NY 10017


 


Mizuho
Securities USA LLC


1271
Avenue of the Americas


New
York, NY 10020


  


		Re:	Initial
Public Offering



 


Ladies
and Gentlemen:


 


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.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:


 


		1.	If
                                         the Company solicits approval of its stockholders of a Business Combination, the undersigned
                                         will vote all shares of Common Stock beneficially owned by it, whether acquired before,
                                         in or after the IPO, in favor of such Business Combination.



 


		2.	In
                                         the event that the Company does not complete a Business Combination within the time period
                                         set forth in the Company’s amended and restated certificate of incorporation, as
                                         the same may be further amended from time to time (the “Charter”),
                                         the undersigned will, as promptly as possible, take all necessary actions to cause the
                                         Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly
                                         as reasonably possible, but not more than 10 business days thereafter, redeem the IPO
                                         Shares, at a per-share price, payable in cash, equal to the aggregate amount then on
                                         deposit in the Trust Account, including interest earned on the funds held in the Trust
                                         Account and not previously released to the Company to pay its tax obligations, if any
                                         (less up to $100,000 of interest to pay dissolution expenses), divided by the number
                                         of the then outstanding IPO Shares, which redemption will completely extinguish public
                                         stockholders’ rights as stockholders (including the right to receive further liquidation
                                         distributions, if any), and (iii) as promptly as reasonably possible following such redemption,
                                         subject to the approval of the Company’s remaining stockholders and the Company’s
                                         board of directors, liquidate and dissolve, subject in each case to the Company’s
                                         obligations under Delaware law to provide for claims of creditors and the requirements
                                         of other applicable law. The undersigned hereby waives any and all right, title, interest
                                         or claim of any kind in or to any distribution of the Trust Account and any remaining
                                         net assets of the Company as a result of such liquidation with respect to the Founder
                                         Shares owned by the undersigned. However, if the undersigned has acquired IPO Shares
                                         in or after the IPO, it will be entitled to liquidating distributions from the Trust
                                         Account with respect to such IPO Shares in the event that the Company does not complete
                                         a Business Combination within the time period set forth in the Charter. In the event
                                         of the liquidation of the Trust Account, the undersigned agrees that it will be liable
                                         to the Company if and to the extent any claims by a third party (other than the Company’s
                                         independent registered public accounting firm) for services rendered or products sold
                                         to the Company, or a prospective target business with which the Company has discussed
                                         entering into a transaction agreement, reduce the amount of funds in the Trust Account
                                         to below the lesser of (i) $10.00 per IPO Share and (ii) the actual amount per IPO Share
                                         held in the Trust Account as of the date of the liquidation of the Trust Account, if
                                         less than $10.00 per IPO Share due to reductions in the value of the assets in the Trust
                                         Account, in each case less interest that may be withdrawn to pay the Company’s
                                         tax obligations, if any; provided that such liability will not apply to any claims
                                         by a third party or prospective target business who executed a waiver of any and all
                                         rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
                                         nor will it apply to any claims under the Company’s obligation to indemnify the
                                         Underwriters against certain liabilities, including liabilities under the Securities
                                         Act of 1933, as amended, pursuant to the Underwriting Agreement. The undersigned acknowledges
                                         and agrees that there will be no distribution from the Trust Account with respect to
                                         any Warrants, all rights of which will terminate on the Company’s liquidation.



 






     


     


    

 


		3.	The
                                         undersigned acknowledges and agrees that prior to entering into a definitive agreement
                                         for a Business Combination with a target business that is affiliated with the undersigned
                                         or any other Insiders of the Company or their affiliates, such transaction must be approved
                                         by a majority of the Company’s disinterested independent directors and the Company
                                         must obtain an opinion from an independent investment banking firm, which is a member
                                         of the Financial Industry Regulatory Authority, or an independent accounting firm that
                                         such Business Combination is fair to the Company’s unaffiliated stockholders from
                                         a financial point of view.



 


		4.	Neither
                                         the undersigned nor any affiliate of the undersigned will be entitled to receive and
                                         will not accept any compensation or other cash payment from the Company prior to, or
                                         for services rendered in order to effectuate, the completion of the Business Combination;
                                         provided that the Company shall be allowed to make the payments set forth in the
                                         Registration Statement adjacent to the caption “Prospectus Summary—The Offering—Limited
                                         payments to insiders.”



 


		5.	(a)The
                                         undersigned agrees not to Transfer the Founder Shares (or any shares of Common Stock
                                         issuable upon conversion thereof) (except to certain permitted transferees as described
                                         in the Registration Statement or herein) (the “Lockup”) until
                                         the earlier to occur of: (1) one year after the completion of the Company’s initial
                                         Business Combination or (2) subsequent to the Company’s initial Business Combination,
                                         (x) if the last reported sale price of Common Stock equals or exceeds $12.00 per share
                                         (as adjusted for stock splits, stock capitalizations reorganizations, recapitalizations
                                         and the like) for any 20 trading days within any 30-trading day period commencing at
                                         least 150 days after the Company’s initial Business Combination or (y) the date
                                         on which the Company completes a liquidation, merger, capital stock exchange or other
                                         similar transaction that results in all of the Company’s stockholders having the
                                         right to exchange their shares of common stock for cash, securities or other property.



 


(b)       Notwithstanding
the provisions set forth in paragraphs 5(a) and 5(c), during the period commencing on the effective date of the Underwriting Agreement
and ending 180 days after such date, the undersigned will not, without the prior written consent of the Representative pursuant
to the Underwriting Agreement, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, hedge or otherwise dispose
of or agree to dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the
disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned
or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly
or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange
Commission (the “SEC”) in respect of, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, (the
“Exchange Act”) and the rules and regulations of the SEC promulgated thereunder with respect to, any
Units, shares of Common Stock, Founder Shares or Warrants or any securities convertible into, or exercisable, or exchangeable
for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any Units, shares of Common Stock, Founder Shares, Warrants
or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention
to effect any transaction, including the filing of a registration statement, specified in clause (i) or (ii). The provisions of
this paragraph will not apply (i) to the transfer of Founder Shares to any independent director appointed or elected to the Company’s
board of directors before or after the IPO; (ii) the transfer of Founder Shares or Private Placement Units to the Representative
in connection with the Sponsor’s debt financing obligations, or (iii) if the release or waiver is effected solely to permit
a transfer not for consideration and, in each case the transferee has agreed in writing to be bound by the same terms described
in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 






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(c) The
undersigned agrees not to Transfer any Private Placement Units (including the underlying shares of Common Stock and Private Placement
Warrants, and including those shares of Common Stock issued or issuable upon the exercise of such Private Placement Warrants),
until 30 days after the completion of the Company’s initial Business Combination.


 


(d) Notwithstanding
the provisions set forth in paragraphs 5(a) and (c), Transfers by the undersigned of the Founder Shares, Private Placement Units
(including the underlying shares of Common Stock and Private Placement Warrants, and including those shares of Common Stock issued
or issuable upon the exercise of such Private Placement Warrants) or conversion of the Founder Shares are permitted (i) to the
Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any
members of the undersigned or their affiliates, any affiliates of the undersigned, or any employees of such affiliates; (ii) in
the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which
is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii)
in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of
an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the
completion of the Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Units
or shares of Common Stock, as applicable, were originally purchased; (vi) by virtue of the undersigned’s organizational
documents upon liquidation or dissolution of the undersigned; (vii) to the Company for no value for cancellation in connection
with the completion of the Business Combination; (viii) in the event of the Company’s liquidation prior to the completion
of a Business Combination; or (ix) in the event of completion of a liquidation, merger, share exchange or other similar transaction
which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property subsequent to the completion of a Business Combination; provided, however, that in the case of
clauses (i) through (vi) these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions
herein. For the avoidance of doubt, the transfers of Founder Shares, Private Placement Units (including the underlying shares
of Common Stock and Private Placement Warrants, and including those shares of Common Stock issued or issuable upon the exercise
of such Private Placement Warrants) or conversion of the Founder Shares shall be permitted regardless of whether a filing under
Section 16(a) of the Exchange Act shall be required or shall be voluntarily made with respect to such transfers.


 


		6.	The
                                         Sponsor hereby agrees and acknowledges that: (i) the Underwriters and the Company would
                                         be irreparably injured in the event of a breach by the Sponsor of its obligations under
                                         paragraphs 1, 2, 3, 4, 5, 8, 9 and 10 of this Letter Agreement (ii) monetary damages
                                         may not be an adequate remedy for such breach and (iii) the non-breaching party shall
                                         be entitled to seek injunctive relief, in addition to any other remedy that such party
                                         may have in law or in equity, in the event of such breach.



 


		7.	The
                                         undersigned has full right and power, without violating any agreement by which it is
                                         bound, to enter into this Letter Agreement. Notwithstanding anything herein to the contrary,
                                         the Company hereby agrees and acknowledges that any obligations of the Sponsor with respect
                                         to corporate opportunities shall apply only with respect to a corporate opportunity that
                                         was offered to the Sponsor in its capacity as a representative of the Company and (i)
                                         such opportunity is one the Company is legally and contractually permitted to undertake
                                         and would otherwise be reasonable for the Company to pursue and (ii) the Sponsor is permitted
                                         to refer that opportunity to the Company without violating any legal obligation; however,
                                         the Company renounces its interest in any business combination or other corporate opportunity
                                         where a majority of the projected stabilized earnings before interest, taxes, depreciation
                                         and amortization related to such opportunity would be reasonably expected to be generated
                                         by power plants, power storage facilities, grid stability assets and other infrastructure
                                         assets ancillary to or associated with such plants, facilities and assets within any
                                         country in Latin America that has an “investment grade” rating from at least
                                         two major credit rating agencies.



 






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		8.	To
                                         the extent that the Underwriters do not exercise their over-allotment option to purchase
                                         up to an additional 3,750,000 Units within 45 days from the date of the Prospectus (and
                                         as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a
                                         number of Founder Shares in the aggregate equal to 937,500 multiplied by a fraction,
                                         (i) the numerator of which is 3,750,000 minus the number of Units purchased by the Underwriters
                                         upon the exercise of their over-allotment option, and (ii) the denominator of which is
                                         3,750,000. The forfeiture will be adjusted to the extent that the over-allotment option
                                         is not exercised in full by the Underwriters so that the Initial Stockholders will own
                                         an aggregate of 20% of the Company’s issued and outstanding shares of Common Stock
                                         after the IPO (assuming the Initial Stockholders do not purchase any Units in the IPO).



 


		9.	The
                                         undersigned hereby waives any right to exercise redemption rights with respect to any
                                         of the Company’s shares of Common Stock owned or to be owned by the undersigned,
                                         directly or indirectly, whether such shares be part of the Founder Shares or IPO Shares,
                                         and agrees not to seek redemption with respect to such shares (or sell such shares to
                                         the Company in any tender offer) in connection with any stockholder vote to approve (x)
                                         a Business Combination or (y) an amendment to the Charter that would affect the substance
                                         or timing of the Company’s obligation to allow redemption in connection with the
                                         Business Combination or to redeem 100% of the shares of Common Stock if the Company has
                                         not completed a Business Combination within 24 months from the closing of the IPO.



 


		10.	The
                                         undersigned hereby agrees to not propose, or vote in favor of, an amendment to Section
                                         9.2(d) of the Charter prior to the completion of a Business Combination unless the Company
                                         provides public stockholders with the opportunity to redeem their shares of Common Stock
                                         upon such approval in accordance with such Section 9.2(d) thereof.



 


		11.	This
                                         Letter Agreement shall be governed by and construed and enforced in accordance with the
                                         laws of the State of New York, without giving effect to conflicts of law principles that
                                         would result in the application of the substantive laws of another jurisdiction. The
                                         undersigned hereby (i) agrees that any action, proceeding or claim against him arising
                                         out of or relating in any way to this Letter Agreement shall be brought and enforced
                                         in the courts of the State of New York of the United States of America for the Southern
                                         District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
                                         shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and that
                                         such courts represent an inconvenient forum.



 


		12.	As
                                         used herein, (i) a “Business Combination” shall mean a merger,
                                         stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or
                                         other similar business combination with one or more businesses or entities; (ii) “Insiders”
                                         shall mean all officers, directors and sponsors of the Company immediately prior to the
                                         IPO; (iii) “Founder Shares” shall mean all of the Class B common
                                         stock of the Company, par value $0.0001 per share, acquired by an Insider prior to the
                                         IPO; (iv) “IPO Shares” shall mean the shares of Common Stock
                                         issued in the Company’s IPO; (v) “Private Placement Units”
                                         shall mean the units that are being sold privately by the Company simultaneously with
                                         the consummation of the IPO; (vi) “Private Placement Warrants”
                                         shall mean the warrants underlying the Private Placement Units; (vii) “Prospectus”
                                         shall mean the final prospectus relating to the IPO, in the form filed with the SEC;
                                         (viii) “Transfer” shall mean the (a) sale of, offer to
                                         sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
                                         or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment
                                         or increase of a put equivalent position or liquidation with respect to or decrease of
                                         a call equivalent position within the meaning of Section 16 of the Exchange Act,
                                         and the rules and regulations of the Commission promulgated thereunder with respect
                                         to, any security, (b) entry into any swap or other arrangement that transfers to
                                         another, in whole or in part, any of the economic consequences of ownership of any security,
                                         whether any such transaction is to be settled by delivery of such securities, in cash
                                         or otherwise, or (c) public announcement of any intention to effect any transaction
                                         specified in clause (a) or (b); (ix) “Trust Account”
                                         shall mean the trust account into which the net proceeds of the Company’s IPO and
                                         a portion of the proceeds from the sale of the Private Placement Units will be deposited;
                                         and (x) “Registration Statement” means the Company’s
                                         registration statement on Form S-1 (SEC File No. 333-253206) filed with the SEC, as amended.



 






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		13.	This
                                         Letter Agreement constitutes the entire agreement and understanding of the parties hereto
                                         in respect of the subject matter hereof 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 changed, amended, modified or waived (other than to
                                         correct a typographical error) as to any particular provision, except by a written instrument
                                         executed by all parties hereto.



 


		14.	The
                                         undersigned acknowledges and understands that the Underwriters and the Company will rely
                                         upon the agreements, representations and warranties set forth herein in proceeding with
                                         the IPO. Nothing contained herein shall be deemed to render any Underwriter a representative
                                         of, or a fiduciary with respect to, the Company, its stockholders or any creditor or
                                         vendor of the Company with respect to the subject matter hereof.



 


		15.	This
                                         Letter Agreement shall be binding on the undersigned and such person’s respective
                                         successors, heirs, personal representatives and assigns. This Letter Agreement shall
                                         terminate on the earlier of (i) the completion of a Business Combination and (ii) the
                                         liquidation of the Company; provided, that such termination shall not relieve
                                         the undersigned from liability for any breach of this agreement prior to its termination.
                                         The parties hereto may not assign either this Letter Agreement or any of their rights,
                                         interests, or obligations hereunder without the prior written consent 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.



 


[Signature
Page Follows]


 




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        GLENFARNE SPONSOR, LLC

        By Glenfarne Infrastructure Holdings,
        LLC

        its Managing Member

	 		 
	 	By:	/s/ Brendan Duval     
	 	Name:	Brendan Duval
	 	Title:	Chief Executive Officer
	 	 
	 	Acknowledged and Agreed:
	 	 
	 	GLENFARNE MERGER CORP.
	 	 
	 	By:	/s/ Brendan Duval     
	 	Name:  	Brendan Duval
	 	Title:	Chief Executive Officer


 


 

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