REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2021 • Enphys Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 5, 2021, is made and entered into by and among Enphys Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Enphys Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (together with the sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
30,000,000 Units Enphys Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 12th, 2021 • Enphys Acquisition Corp. • Blank checks • New York
ENPHYS ACQUISITION CORP.Securities Subscription Agreement • July 15th, 2021 • Enphys Acquisition Corp. • Blank checks • New York
Enphys Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Enphys Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,187,500 of the Company’s Class B ordinary shares (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, of US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requir
WARRANT AGREEMENT ENPHYS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021Warrant Agreement • August 27th, 2021 • Enphys Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between Enphys Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnification Agreement • August 13th, 2021 • Enphys Acquisition Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2021 between the Company, Indemnitee and other parties thereto, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT ENPHYS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021Warrant Agreement • August 13th, 2021 • Enphys Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between Enphys Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 12th, 2021 • Enphys Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 5, 2021, by and between Enphys Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • October 12th, 2021 • Enphys Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of October 5, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Enphys Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Enphys Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Enphys Acquisition Corp. c/o i(x) Investments, LLC 13th Floor New York, New York 10017Underwriting Agreement • October 12th, 2021 • Enphys Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Enphys Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as the representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to
WARRANT AGREEMENT ENPHYS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY October 5, 2021Warrant Agreement • October 12th, 2021 • Enphys Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), October 5, 2021, is by and between Enphys Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
Enphys Acquisition Corp. c/o i(x) Investments, LLCAdministrative Services Agreement • October 12th, 2021 • Enphys Acquisition Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Enphys Acquisition Corp. (the “Company”) and Enphys Acquisition Sponsor LLC (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “NYSE”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-257932) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at 216 East 45th St. 13th Floor, New York, NY 10017 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services as may be reasonably requ
SUBSCRIPTION AGREEMENTSubscription Agreement • August 13th, 2021 • Enphys Acquisition Corp. • Blank checks • New York
THIS AGREEMENT (this “Agreement”), is dated as of [_________], 2021, by and between Enphys Acquisition Corp., a Cayman Islands exempted corporation (the “Company”), and [_________________], a [__________________________________] (“Subscriber”).
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • March 5th, 2024 • Enphys Acquisition Corp. • Blank checks
This FIRST AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made and entered into effective as of the 1st day of March, 2024 (the “Amendment Effective Date”), by and among Enphys Acquisition Sponsor LLC, a Delaware limited liability company (“Payee”) and Enphys Acquisition Corp., a Cayman Islands exempted company (“Maker”).
Enphys Acquisition Corp.Subscription Agreement • October 12th, 2021 • Enphys Acquisition Corp. • Blank checks
Reference is made to that certain Subscription Agreement of even date herewith by and between the Company and Subscriber (the “Subscription Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Subscription Agreement.
Enphys Acquisition Corp. c/o i(x) Investments, LLCAdministrative Services Agreement • August 13th, 2021 • Enphys Acquisition Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Enphys Acquisition Corp. (the “Company”) and Enphys Acquisition Sponsor LLC (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “NYSE”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-__________) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at ______________________ (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services as may be reasonably requested by the Company.
