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 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”).


 


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 333-253206 (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.


 






    2


     


    

 


 


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.


 




    3


     


    

 


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.


 






    4


     


    

 


(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.


 






    5


     


    

 


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]


 




    6


     


    

 


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:	/s/ Brendan Duval
	 	Name: 	Brendan Duval
	 	Title:	Chief Executive Officer
	 	 	 
	 	PURCHASER:
	 	 
	 	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 Private Placement Units Purchase Agreement]