Exhibit 10.8


 


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, 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 him or her, 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 any of the undersigned have acquired IPO
                                         Shares in or after the IPO, they 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. 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.	None
                                         of the undersigned, any member of the family of any of the undersigned, or 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 therof) (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, to
Glenfarne Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), any members of the Sponsor
or their affiliates, any affiliates of the Sponsor, 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 Sponsor’s organizational documents upon liquidation or dissolution of the
Sponsor; (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.


 


(e) The
undersigned acknowledges and agrees that if, in order to complete any Business Combination, the holders of Founder Shares or Private
Placement Units are required to contribute back to the capital of the Company a portion of any such securities to be cancelled
by the Company or transfer any such securities to third parties, the undersigned will contribute back to the capital of the Company
or transfer to such third parties, at no cost, a proportionate number of Founder Shares or Private Placement Units, as applicable,
pro rata with the other holders of Founder Shares or Private Placement Units, as applicable.


 


		6.	Each
                                         Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would
                                         be irreparably injured in the event of a breach by such Insider of his or her obligations
                                         under paragraphs 1, 2, 3, 4, 5, 7, 10 and 11 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.	In
                                         order to minimize potential conflicts of interest that may arise from multiple corporate
                                         affiliations, the undersigned hereby agrees that until the earliest of the Company’s
                                         initial Business Combination or liquidation, the undersigned shall present to the Company
                                         for its consideration, prior to presentation to any other entity, any target business
                                         that has a fair market value of at least 80% of the assets held in the Trust Account
                                         (excluding the amount of deferred underwriting discounts held in trust and taxes payable
                                         on the interest earned on the trust account), subject to any existing or future fiduciary
                                         or contractual obligations the undersigned might have. Notwithstanding anything herein
                                         to the contrary, the Company hereby agrees and acknowledges that any obligations of the
                                         undersigned with respect to corporate opportunities shall apply only with respect to
                                         a corporate opportunity that was offered to the undersigned in the undersigned’s
                                         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 undersigned 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.	The
                                         undersigned agrees to be a director or officer of the Company, as applicable, until the
                                         earlier of the completion by the Company of an initial Business Combination, the liquidation
                                         of the Company, or his or her removal, death or incapacity. In the event of the removal
                                         or resignation of the undersigned as a director or officer (as applicable), the undersigned
                                         agrees that he or she will not, prior to the completion of the Business Combination,
                                         without the prior express written consent of the Company, (i) use for the benefit of
                                         the undersigned or to the detriment of the Company or (ii) disclose to any third party
                                         (unless required by law or governmental authority), any information regarding a potential
                                         target of the Company that is not generally known by persons outside of the Company,
                                         the Sponsor, or their respective affiliates. The undersigned’s biographical information
                                         previously furnished to the Company and the Representative is true and accurate in all
                                         material respects, does not omit any material information with respect to the undersigned’s
                                         background and contains all of the information required to be disclosed pursuant to Item
                                         401 of Regulation S-K, promulgated under the Securities Act of 1933, as amended. The
                                         undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative
                                         is true and accurate in all material respects. The undersigned represents and warrants
                                         that:



 


(a) He
or she is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;


 


(b) He
or she has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant
in any such criminal proceeding; and


 


(c) He
or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a
securities or commodities license or registration denied, suspended or revoked.


 


		9.	The
                                         undersigned has full right and power, without violating any agreement by which he or
                                         she is bound, to enter into this Letter Agreement and to serve as a director or officer
                                         of the Company, as applicable.



 


		10.	The
                                         undersigned hereby waives his or her 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 that he or she will not 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.



 


		11.	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.



 


		12.	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.



 






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		13.	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) “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);
                                         (viii) “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 (ix) “Registration
                                         Statement” means the Company’s registration statement on Form S-1
                                         (SEC File No. 333-253206) filed with the SEC, as amended.



 


		14.	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.



 


		15.	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.



 


		16.	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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	 	Sincerely,
	 	 
	 	By:	 /s/ Brendan Duval
	 	 	Brendan Duval
	 	 
	 	 	/s/ Bryan Murphy
	 	 	Bryan Murphy
	 	 
	 	 	/s/ Vlad Bluzer
	 	 	Vlad Bluzer
	 	 
	 	 	/s/ Enrique Reus Jimeno
	 	 	Enrique Reus Jimeno
	 	 
	 	 	/s/ Carl Strickler
	 	 	Carl Strickler
	 	 
	 	 	/s/ Anthony Otten
	 	 	Anthony Otten
	 	 
	 	 	/s/ William Mack
	 	 	William Mack
	 	 
	 	 	/s/ Terence Montgomery
	 	 	Terence Montgomery



  







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


 


 


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