Exhibit 10.4

   

  

  SPONSOR WARRANTS PURCHASE AGREEMENT

    

  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”).

   

  WHEREAS:

   

  The Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one
    Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half of one redeemable warrant;

   

  Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share; and

    

  The Purchaser has agreed to purchase an aggregate of 8,000,000 warrants (or up to 8,900,000 warrants depending on the extent to which the
    underwriters in the Public Offering exercise their over-allotment option) (the “Sponsor Warrants”), each Sponsor Warrant entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary 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 Sponsor Warrants.

    

  A.  Authorization of the Sponsor Warrants. The Company has
    duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.

   

  B.  Purchase and Sale of the Sponsor Warrants.

   

  (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 “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 8,000,000 Sponsor Warrants at a
    price of $1.00 per warrant for an aggregate purchase price of $8,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance
    with the Company’s wiring instructions. On the Initial Closing Date, following 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 Sponsor Warrants purchased by the Purchaser 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 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 Initial Closing Date
    being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 900,000 Sponsor Warrants, in the same proportion as the amount
    of the option that is then so exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”),
    which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, following 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 Sponsor Warrants purchased by the Purchaser 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 Sponsor Warrants.

   

   (i)   Each Sponsor Warrant 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 (a “Warrant Agreement”).

   

  (ii)   At the time of, or prior to, the closing of the Public Offering, the
    Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Sponsor Warrants and the
    Ordinary Shares underlying the Sponsor Warrants. 

  

  
     

    
      
 

  

    

  Section 2. Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Sponsor
    Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing Date) that:

    

  A. Organization and Corporate Power. The Company is an
    exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands 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
    Sponsor Warrants 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. Upon issuance in accordance with, and payment
    pursuant to, the terms of the Warrant Agreement and this Agreement, the Sponsor 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
    Sponsor Warrants, the issuance and sale of the Sponsor Warrants, the issuance of the Ordinary Shares upon exercise of the Sponsor Warrants 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
    share capital 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 memorandum and articles of association of the Company (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 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.

   

  C.  Title to Securities. Upon issuance in accordance with, and
    payment pursuant to, and registration in the register of members of the Company, the terms hereof and the Warrant Agreement, the Ordinary Shares issuable upon exercise of the Sponsor 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 Sponsor Warrants and the Ordinary Shares issuable upon exercise of such Sponsor 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.

   

  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
    Sponsor Warrants 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 conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order,
    judgment or decree to which the Purchaser is subject.

    

  C.  Investment Representations.

   

  (i)   The Purchaser is acquiring the Sponsor Warrants and, upon exercise of
    the Sponsor Warrants, the Ordinary Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s 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 under the Securities Act of 1933, as amended (the “Securities Act”), 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 decided to enter into this Agreement not 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) in a registered transaction 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 Securities and Exchange Commission (the “SEC”) has taken the position that promoters or affiliates of a blank check company and their transferees, both before and
    after a 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, knows 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.

   

  (ix)       The Purchaser understands that the Sponsor 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 Sponsor Warrants 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. The Company shall have
    entered into a Warrant Agreement with a warrant agent 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. 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. The Company shall have
    entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.

   

  Section 6. Termination. This Agreement may be terminated at any time after December 31, 2021 upon the election by either the Company or the Purchaser
    upon written notice to the other party 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 on Form S-1 the Company has filed with the SEC, under the Securities Act.

    

  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.

    

  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.

    

  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] 

   

  
     

    
      
 

  

    

  IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above. 

   

  	 	COMPANY:
	 	 	 
	 	ENPHYS ACQUISITION CORP.
	 	 	 
	 	By: 	/s/ Jorge de Pablo
	 	Name: Jorge de Pablo
	 	Title: Authorized Signatory
	 	 	 
	 	PURCHASER:
	 	 
	 	ENPHYS ACQUISITION SPONSOR LLC
	 	 	 
	 	By:	/s/ Par Lindstrom
	 	Name: Par Lindstrom
	 	Title: Authorized Signatory


    

  [Signature Page to Sponsor Warrants Purchase Agreement]