REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 13th, 2021 • Enphys Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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”).
25,000,000 Units Enphys Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2021 • Enphys Acquisition Corp. • Blank checks • New York
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”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • August 13th, 2021 • Enphys Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [●], 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 13th, 2021 • Enphys Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 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”).
INDEMNITY AGREEMENTIndemnity 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:
Enphys Acquisition Corp. 13th Floor New York, New York 10017Letter Agreement • August 13th, 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 28,750,000 of the Company’s units (including up to 3,750,000 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
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”).
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.
