Our officers, directors and director nominees are as follows: Name Age Position Brendan Duval 47 Chief Executive Officer and Chairman Bryan Murphy 43 General Counsel, Chief Operating Officer and Director Vlad Bluzer 40 Chief Strategy Officer Enrique Reus Jimeno 40 Chief Financial Officer Carl Strickler 65 Chief Technical Officer Anthony Otten 64 Director Nominee William Mack 74 Director Nominee Director Nominee Brendan Duval, age 47, is the founder and Managing Partner of Glenfarne, with 23 years of experience in global infrastructure, including the United States and Latin America. Brendan founded Glenfarne in 2011 and is responsible for the strategic direction of the firm. He also maintains the role as an active executive chairman and CEO for its operating entities. Prior to his current leadership position, Mr. Duval had a long career at Macquarie Group, from 1998 to 2011. He helped launch the North and South American business for Macquarie’s infrastructure franchise in 2000. He served as a Senior Managing Director of Macquarie Capital in New York from 2007 to 2011 and was a founding member of Macquarie Capital’s U.S. Management Committee. Mr. Duval is also the former CEO of a number of Macquarie’s direct investment infrastructure businesses. Mr. Duval holds a Bachelor of Engineering (Focus Robotics) and a Bachelor of Commerce (Major in Accounting, Minor in Economics), both from the Australian National University. He completed a number of his Robotics electives at The Pennsylvania State University in preparation for his senior thesis on robotic control. Bryan Murphy, age 43, has been at Glenfarne Group since 2014 and currently serves as General Counsel and Managing Director. He has more than 17 years of experience in law, engineering, infrastructure investment, asset management and project development. Prior to his leadership position, Mr. Murphy was an attorney at Vinson & Elkins LLP, representing clients in the financing, acquisition and development of energy and infrastructure projects in the Americas. Early in his career, Mr. Murphy worked as an engineer, including as an independent engineer advising on power asset transactions. Mr. Murphy has a B.S. in mechanical engineering, a M.A. in Latin American, Caribbean and Iberian Studies and a J.D. from the University of Wisconsin. Vlad Bluzer, age 40, has been at Glenfarne since 2011 and currently serves as a Managing Director, where he focuses on the execution of Glenfarne’s midstream initiative, as well as responsible for the firm’s project financing strategy. Mr. Bluzer has 19 years of experience in principal investing and project financing. Prior to his current position, Mr. Bluzer was an Associate Director at National Australia Bank’s Hong Kong and Shanghai offices, responsible for the provision of investment banking and funding solutions to the Asia Pacific real estate industry, having been instrumental in building National Australia Bank’s advisory and capital-raising capabilities in the region. Before relocating to Asia, Mr. Bluzer had a successful career with National Australia Bank’s Project Finance team based in Sydney, Australia, where he focused on the provision of non-recourse project financing for projects from all major industry sectors. Mr. Bluzer holds a B.S. in Actuarial Sciences from the University of New South Wales. Enrique Reus Jimeno, age 40, has been at Glenfarne since 2015 and currently serves as the Chief Financial Officer. Mr. Reus has approximately 15 years of professional financial and accounting experience. Prior to his current leadership position, Mr. Reus worked at Ferrovial S.A., from 2008 to 2015, a leading global infrastructure and services operator where he spent almost 5 years as Deputy CFO of the U.S. Ferrovial subsidiary Webber, LLC. Prior to that, Mr. Reus worked at Ernst & Young’s Madrid office from 2005 to 2008, as an auditor within the construction and infrastructure group. Mr. Reus holds a B.D. in Business Administration from Universidad Complutense de Madrid. 112 Table of Contents Carl Strickler, age 65, has been at Glenfarne since 2013 and currently serves as a Managing Director. Mr. Strickler has more than 30 years of proven experience in planning, developing, financing, building, and operating large-scale, complex projects in the electric generation and bioenergy industries, with a particular focus on the use of renewable and sustainable resources. He has held senior executive level positions with independent power developers and has successfully developed, financed, designed, built, and operated multiple projects that employ innovative technologies to produce renewable electricity, fuels, and products from waste materials. Mr. Strickler holds a B.S. in Mechanical Engineering from the University of Delaware. Anthony Otten, age 64, currently serves as managing member of Stillwater, LLC and Lead Director and Chair of the Nominating & Governance Committee for Orion Energy Systems Inc (NASDAQ: OESX). Previously, Mr. Otten served as chief executive officer of Versar, Inc. from February 2010 until its sale in November 2017 and also served as a member of the board of directors of Versar, Inc. from 2008 until its sale in November 2017. Mr. Otten also currently serves on the Advisory Board of Constant Associates, Inc., a federal contractor, and the Board of Directors of Washington Performing Arts, a not-for-profit organization, where he is also Finance Chair and a member of the Executive Committee. Mr. Otten previously served as managing member of Stillwater, LLC from July 2009 to February 2010; operating partner of New Stream Asset Funding, LLC from 2007 to June 2009; managing member of Stillwater, LLC from 2004 to 2007 and principal of Grisanti, Galef and Goldress, Inc. from 2001 to 2004. Before that, Mr. Otten held senior management positions with Cabot Corporation and Marriott Corporation. We believe that Mr. Otten’s experience as a chief executive officer of a public company, capital markets expertise and merger and acquisition experience qualify him for service as a director of our company. Mr. Otten holds a B.S. in Political Science from Massachusetts Institute of Technology and a Masters in Public Policy from Harvard University. William C. Mack, age 74, has had a successful career in law and independent power generation for over 40 years. Mr. Mack served in senior executive positions with several companies active in independent power, including El Paso Corporation, Coastal Power Company, where he was chief executive officer, and Covanta Energy. After graduation from law school, Mr. Mack joined the Philadelphia law firm Schnader, Harrison, Segal & Lewis, where he rose to become a partner and the head the firm’s project finance practice. Mr. Mack has also practiced in a solo capacity, was elected chair of the Solo and Small Firm Section of the New Jersey State Bar Association and was named New Jersey Solo Practitioner of the Year. Mr. Mack has served as an Industry Partner and Senior Advisor to Glenfarne since 2011. Mr. Mack has served as an advisor to Glenfarne Asset Company LLC since June 2016 and as an advisor to EnfraGen LLC since June 2019. Mr. Mack is currently a member of Glenfarne Equity Participation LLC and Glenfarne Profit Share, LLC. Mr. Mack holds a B.A. degree from Brown University and a J.D. degree from the University of Pennsylvania Law School. Number and Terms of Office of Officers and Directors Our board of directors will be divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of [ ] and [ ], will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of [ ] and [ ], will expire at our second annual meeting of the stockholders. The term of office of the third class of directors, consisting of [ ] and [ ], will expire at our third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we complete our initial business combination. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our sponsor, upon completion of an initial business combination, will be entitled to nominate individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and stockholder rights agreement. 113 Table of Contents Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to nominate persons to the offices set forth in our amended and restated certificate of incorporation as it deems appropriate. Our amended and restated certificate of incorporation will provide that our officers may consist of one or more chairman of the board of directors, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Messrs. Otten, Mack and are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of completion of our initial business combination and our liquidation, we will reimburse an affiliate of our sponsor for office space and administrative support services provided to us in the amount of $10,000 per month. In addition, our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and completing an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the completion of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the completion of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. 114 Table of Contents Committees of the Board of Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee, a compensation committee and a corporate governance and nominating committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. [ ], [ ] and [ ] will serve as members of our audit committee. Our board of directors has determined that each of [ ], [ ] and [ ] are independent under Nasdaq’s listing standards and applicable SEC rules. [ ] will serve as the chairman of the audit committee. Each member of the audit committee is financially literate, and our board of directors has determined that [ ] and [ ] qualify as an “audit committee financial expert” as defined in applicable SEC rules. The primary functions of the audit committee include: • appointing, compensating and overseeing our independent registered public accounting firm; • reviewing and approving the annual audit plan for the Company; • overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements; • discussing the annual audited financial statements and unaudited quarterly financial statements with management and the independent registered public accounting firm; • pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; • appointing or replacing the independent registered public accounting firm; • establishing procedures for the receipt, retention and treatment of complaints (including anonymous complaints) we receive concerning accounting, internal accounting controls, auditing matters or potential violations of law; • monitoring our environmental sustainability and governance practices; • establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; • approving audit and non-audit services provided by our independent registered public accounting firm; • discussing earnings press releases and financial information provided to analysts and rating agencies; • discussing with management our policies and practices with respect to risk assessment and risk management; • reviewing any material transaction between our Chief Financial Officer that has been approved in accordance with our Code of Ethics for our officers, and providing prior written approval of any material transaction between us and our President; and • producing an annual report for inclusion in our proxy statement, in accordance with applicable rules and regulations. The audit committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. 115 Table of Contents Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of our board of directors. The members of our compensation committee will be [ ] and [ ], and [ ] will serve as chairman of the compensation committee. Under Nasdaq’s listing standards and applicable SEC rules, we are required to have a compensation committee composed entirely of independent directors. Our board of directors has determined that each of [ ] and [ ] are independent. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including: • reviewing and approving corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of those goals and objectives, and setting our President’s compensation level (if any) based on this evaluation; • setting salaries and approving incentive compensation and equity awards, as well as compensation policies, for all other officers who file reports of their ownership, and changes in ownership, of the Company’s common stock under Section 16(a) of the Exchange Act (the “Section 16 Officers”), as designated by our board of directors; • making recommendations to the board with respect to incentive compensation programs and equity-based plans that are subject to board approval; • approving any employment or severance agreements with our Section 16 Officers; • granting any awards under equity compensation plans and annual bonus plans to our President and the Section 16 Officers; • approving the compensation of our directors; and • producing an annual report on