Exhibit 4.1

   

  WARRANT
      AGREEMENT

   

  ENPHYS
      ACQUISITION CORP.

   

  and

   

  CONTINENTAL
      STOCK TRANSFER & TRUST COMPANY

   

  October
      5, 2021

   

  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”).

   

  WHEREAS,
      it is proposed that the Company enter into that certain Sponsor Warrants Purchase Agreement, with Enphys Acquisition Sponsor LLC,
      a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an
      aggregate of 8,000,000 warrants (or up to 8,900,000 warrants if the underwriters in the Offering (defined below) exercise their
      Over-allotment Option (as defined below) in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment
      Option, if applicable), bearing the legend set forth in Exhibit B hereto (the “Private Placement
          Warrants”) at a purchase price of $1.00 per Private Placement Warrant. Each Private Placement Warrant entitles the
      holder thereof to purchase one Ordinary Share (as defined below) at a price of $11.50 per share, subject to adjustment as described
      herein; and

   

  WHEREAS,
      in order to finance the Company’s transaction costs in connection with an intended initial merger, share exchange, asset
      acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses
      (a “Business Combination”), the Sponsor or an affiliate of the Sponsor or certain of the Company’s
      officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000
      of such loans may be convertible into up to an additional 1,500,000 Private Placement Warrants at a price of $1.00 per Private
      Placement Warrant; and

   

  WHEREAS,
      the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s
      equity securities, each such unit comprised of one Ordinary Share and one-half of one Public Warrant (as defined below) (the “Units”)
      and, in connection therewith, has determined to issue and deliver up to 17,250,000 redeemable warrants (including up to 2,250,000
      redeemable warrants subject to the Over-allotment Option) to public investors in the Offering (the “Public Warrants”
      and, together with the Private Placement Warrants, the “Warrants”). Each whole Warrant entitles the
      holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary
          Shares”), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable.
      A holder of the Public Warrants will not be able to exercise any fraction of a Warrant; and

   

  WHEREAS,
      the Company has filed with the Securities and Exchange Commission (the “Commission”) registration statements
      on Form S-1, Nos. 333-257932 and 333-260082 and a prospectus (the “Prospectus”), for the registration,
      under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants
      and the Ordinary Shares included in the Units; and

   

  WHEREAS,
      the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
      with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

   

  WHEREAS,
      the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
      and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants;
      and

   

  WHEREAS,
      all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company
      and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding
      and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

   

  

  
     

    
      

    

  

   

  NOW,
      THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

   

  1.            Appointment
        of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the
      Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth
      in this Agreement.

   

  2.            Warrants.

   

  2.1           Form of
        Warrant. Each Warrant shall initially be issued in registered form only.

   

  2.2           Effect
        of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to
      this Agreement, a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

   

  2.3          Registration.

   

  2.3.1            Warrant
        Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration
      of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry
      form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations
      and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests
      in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by
      institutions that have accounts with The Depository Trust Company (the “Depositary”) (such institution,
      with respect to a Warrant in its account, a “Participant”).

   

  If
      the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may
      instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants
      are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent
      shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant,
      and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing
      such Warrants (“Definitive Warrant Certificates”) which shall be in the form annexed hereto as Exhibit A.

   

  Physical
      certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer,
      President, Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary or other principal officer of the Company.
      In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity
      in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had
      not ceased to be such at the date of issuance.

   

  2.3.2            Registered
        Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
      treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
      as the absolute owner of such Warrant and of each Warrant represented thereby, for the purpose of any exercise thereof, and for
      all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

   

  2.4           Detachability
        of Warrants. The Ordinary Shares and Public Warrants comprising the Units shall begin separate trading on the 52nd day following
      the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks
      in New York City are generally open for normal business (a “Business Day”), then on the immediately
      succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of
      Credit Suisse Securities (USA) LLC, but in no event shall the Ordinary Shares and the Public Warrants comprising the Units be
      separately traded until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited
      balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds then received
      by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment
          Option”), if the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K,
      and, (B) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company issues a press
      release announcing when such earlier separate trading shall begin.

   

  

  
     

    
      

    

  

   

  2.5           Fractional
        Warrants. The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one
      Ordinary Share and one-half of one whole Public Warrant. If, upon the detachment of Public Warrants from the Units or otherwise,
      a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number
      the number of Warrants to be issued to such holder. 

   

  2.6           Private
        Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they
      are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be
      exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(b) hereof, (ii) including
      the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty
      (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company
      pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 hereof
      if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4
      hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary
      Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

   

  (a)            to
      the Company’s directors or officers, any affiliates or family members of any of the Company’s directors or officers,
      any members of the Sponsor or any affiliates of the Sponsor;

   

  (b)            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 the individual’s immediate family or an affiliate of such person, or to a charitable organization;

   

  (c)            in
      the case of an individual, by virtue of laws of descent and distribution upon death of the individual;

   

  (d)            in
      the case of an individual, pursuant to a qualified domestic relations order;

   

  (e)            by
      private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater
      than the price at which the securities were originally purchased;

   

  (f)            in
      the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination;

   

  (g)            in
      the case of an entity, by virtue of the laws of its jurisdiction or its organizational documents or operating agreement; and

   

  (h)            in
      the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar
      transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash,
      securities or other property subsequent to the completion of the Company’s initial Business Combination;

   

  provided, however,
      that, in the case of clauses (a) through (e), these permitted transferees (the “Permitted Transferees”)
      must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

   

  3.      
           Terms and
        Exercise of Warrants. 

   

  3.1           Warrant
        Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this
      Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject
      to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1.
      The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash
      or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) described in the prior
      sentence at which Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may
      lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20)
      Business Days (unless otherwise required by the Commission, any national securities exchange on which the Warrants are listed
      or applicable law); provided that the Company shall provide at least three (3) days prior written notice
      of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among
      all of the Warrants.

   

  

  
     

    
      

    

  

   

  3.2           Duration
        of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing
      on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination,
      and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at the
      earliest to occur of (x) 5:00 p.m., New York City time on the date that is five (5) years after the date on which the
      Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s
      amended and restated memorandum and articles of association, as amended from time to time, if the Company fails to complete a
      Business Combination, and (z) other than with respect to the Private Placement Warrants then held by the Sponsor or its Permitted
      Transferees with respect to a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals
      or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof
      (each, an “Inapplicable Redemption”), 5:00 p.m., New York City time on the Redemption Date (as defined
      below) as provided in Section 6.4 hereof (the “Expiration Date”); provided, however,
      that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection
        3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except
      with respect to the right to receive the Redemption Price (as defined below) (other than with respect to an Inapplicable Redemption)
      in the event of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement
      Warrant in the event of an Inapplicable Redemption) not exercised on or before the Expiration Date shall become void, and all
      rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the
      Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided that
      the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants
      and, provided further that any such extension shall be identical in duration among all the Warrants.

   

  3.3          Exercise
        of Warrants.

   

  3.3.1            Payment.
      Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering
      to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to
      be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry
          Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated
      for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election
          to Purchase”) any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the
      Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered
      by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price
      for each Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise
      of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:

   

  (a)            in
      lawful money of the United States, in good certified check, good bank draft or wire payable to the Warrant Agent;

   

  (b)            with
      respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee,
      by surrendering the Warrants for that number of Ordinary Shares equal to (i) if in connection with a redemption of Private
      Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof
      with respect to a Make-Whole Exercise (as defined below) and (ii) in all other scenarios the quotient obtained by dividing
      (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor
      Exercise Fair Market Value” (as defined in this subsection 3.3.1(b)) less the Warrant Price by (y) the
      Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market
      Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10) trading days ending
      on the third (3rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent
      to the Warrant Agent;

   

  (c)            as
      provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or

   

  (d)            as
      provided in Section 7.4 hereof.

   

  

  
     

    
      

    

  

   

  3.3.2         Issuance
        of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in
      payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
      Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Ordinary Shares to which he, she
      or it is entitled, registered in such name or names as may be directed by him, her or it on the register of members of the Company,
      and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable,
      for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall
      not be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such
      Warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the Public
      Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations
      under Section 7.4 or a valid exemption from registration is available. No Warrant shall be exercisable and
      the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon
      such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities
      laws of the state of residence of the Registered Holder of the Warrants. Subject to Section 4.6 of this
      Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number of Ordinary Shares. The Company may
      require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4.
      If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon
      the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest
      whole number, the number of Ordinary Shares to be issued to such holder.

   

  3.3.3            Valid
        Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly
      issued, fully paid and nonassessable.

   

  3.3.4            Date
        of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares is issued
      and who is registered in the register of members of the Company shall for all purposes be deemed to have become the holder of
      record of such Ordinary Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered
      and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated
      Warrant, except that, if the date of such surrender and payment is a date when the register of members of the Company or book-entry
      system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business
      on the next succeeding date on which the share transfer books or book-entry system are open.

   

  3.3.5            Maximum
        Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
      contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection
        3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect
      the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that
      after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s
      actual knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the Ordinary
      Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number
      of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon
      exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares
      that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such
      person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities
      of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible
      preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein.
      Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance
      with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
      For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding
      Ordinary Shares as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on
      Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more
      recent public announcement by the Company or (3) any other notice by the Company or Continental Stock Transfer &
      Trust Company, as transfer agent (in such capacity, the “Transfer Agent”), setting forth the number
      of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company
      shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding.
      In any case, the number of issued and outstanding Ordinary Shares shall be determined after giving effect to the conversion or
      exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of issued
      and outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time
      increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however,
      that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

   

  

  
     

    
      

    

  

   

  4.            Adjustments.

   

  4.1          Share
        Capitalizations.

   

  4.1.1            Sub-Divisions.
      If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding
      Ordinary Shares is increased by a capitalization or share dividend of Ordinary Shares, or by a sub-division of Ordinary Shares
      or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of
      Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding
      Ordinary Shares. A rights offering made to all or substantially all holders of Ordinary Shares entitling holders to purchase Ordinary
      Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization
      of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering
      (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Ordinary
      Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering
      divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights
      offering is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary
      Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable
      upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of
      the Ordinary Shares during the ten (10) trading day period ending on the trading day prior to the first date on which the
      Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
      No Ordinary Shares shall be issued at less than their par value.

   

  4.1.2            Extraordinary
        Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays to all or substantially all
      of the holders of the Ordinary Shares a dividend or make a distribution in cash, securities or other assets on account of such
      Ordinary Shares (or other shares into which the Warrants are convertible), other than (a) as described in subsection
        4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders
      of the Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of
      the holders of the Ordinary Shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum
      and articles of association (i) to modify the substance or timing of the Company’s obligation to allow redemption in
      connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if it
      does not complete its initial Business Combination within the time period required by the Company’s amended and restated
      memorandum and articles of association, as amended from time to time, or (ii) with respect to any other provision relating
      to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of public
      shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets
      upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
      then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the
      amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”),
      in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes
      of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution
      which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid
      on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution to the extent
      it does not exceed $0.50 (which amount shall be adjusted to appropriately reflect any of the events referred to in other subsections
      of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the
      Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant).

   

  4.2           Aggregation
        of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number
      of issued and outstanding Ordinary Shares is decreased by a consolidation, combination, reverse share sub-division or reclassification
      of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share sub-division,
      reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion
      to such decrease in issued and outstanding Ordinary Shares.

   

  

  
     

    
      

    

  

   

  4.3           Adjustments
        in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided
      in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest
      cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall
      be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the
      denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.

   

  4.4           Raising
        of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Ordinary Shares
      or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at
      an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price
      to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking
      into account any Class B Ordinary Shares, par value $0.0001 per share, of the Company held by the Sponsor or such affiliates,
      as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds
      from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the
      Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination
      (net of redemptions), and (z) the volume-weighted average trading price of Ordinary Shares during the twenty (20) trading
      day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such
      price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest
      cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger
      price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent)
      to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price
      described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market
      Value and the Newly Issued Price.

   

  4.5           Replacement
        of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding
      Ordinary Shares (other than a change under Section 4.1 or Section 4.2 hereof or that
      solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into
      another corporation (other than a merger or consolidation in which the Company is the continuing corporation and that does not
      result in any reclassification or reorganization of the issued and outstanding Ordinary Shares), or in the case of any sale or
      conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as
      an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to
      purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares
      of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind
      and amount of shares, stock or other equity securities or property (including cash) receivable upon such reclassification, reorganization,
      merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have
      received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
          Issuance”); provided, however, that (i) if the holders of the Ordinary Shares were
      entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such merger
      or consolidation, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which
      each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by
      the holders of the Ordinary Shares in such merger or consolidation that affirmatively make such election, and (ii) if a tender,
      exchange or redemption offer shall have been made to and accepted by the holders of the Ordinary Shares (other than a tender,
      exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided
      for in the Company’s amended and restated memorandum and articles of association or as a result of the redemption of Ordinary
      Shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval)
      under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any
      group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with
      any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any
      such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the
      Exchange Act) more than 50% of the issued and outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive
      as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have
      been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange
      offer, accepted such offer and all of the Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange
      offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible
      to the adjustments provided for in this Section 4; provided further that if less than 70% of
      the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable in the form of shares in
      the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter
      market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises
      the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company
      pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars)
      equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share
      Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below).
      The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation
      of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (assuming
      zero dividends) (“Bloomberg”). For purposes of calculating such amount, (i) Section 6 of
      this Agreement shall be taken into account, (ii) the price of each Ordinary Share shall be the volume weighted average price
      of the Ordinary Shares during the ten (10) trading day period ending on the trading day prior to the effective date of the
      applicable event, (iii) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg
      determined as of the trading day immediately prior to the day of the announcement of the applicable event and (iv) the assumed
      risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per
          Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively
      of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price of the
      Ordinary Shares during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
      event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1,
      then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and
      this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive
      reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event shall the Warrant Price be
      reduced to less than the par value per share issuable upon exercise of such Warrant.

   

  

  
     

    
      

    

  

   

  4.6           Notices
        of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
      the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from
      such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a
      Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon
      the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5 or 4.9,
      the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth
      for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or
      any defect therein, shall not affect the legality or validity of such event.

   

  4.7           No
        Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
      fractional shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4,
      the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the
      Company shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder.

   

  4.8           Form of
        Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and
      Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants
      initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its
      sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance
      thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or
      otherwise, may be in the form as so changed.

   

  4.9           Other
        Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
      of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants
      in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4,
      then, in each such case, the Company shall appoint a firm of independent registered public accountants, investment banking or
      other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the
      rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and,
      if they determine that an adjustment is necessary, the terms of such adjustment; provided, however, that
      under no circumstances shall the Warrants be adjusted pursuant to this Section 4.9 as a result of any issuance
      of securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants in a manner that is
      consistent with any adjustment recommended in such opinion.

   

  

  
     

    
      

    

  

   

  5.            Transfer
        and Exchange of Warrants.

   

  5.1           Registration
        of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
      Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by
      appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants
      shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants
      so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

   

  5.2           Procedure
        for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
      or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
      Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
      that except as otherwise provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred
      only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of
      a successor depository; provided further, however that in the event that a Warrant surrendered for
      transfer bears a restrictive legend (as in the case of the Private Placement Warrants), the Warrant Agent shall not cancel such
      Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company
      stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.

   

  5.3           Fractional
        Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in
      the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.

   

  5.4           Service
        Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.

   

  5.5           Warrant
        Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
      terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and
      the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the
      Company for such purpose.

   

  5.6           Transfer
        of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit
      in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such
      Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants
      included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect
      on any transfer of Warrants on and after the Detachment Date.

   

  6.            Redemption.

   

  6.1           Redemption
        of Warrants for Cash. Subject to Section 6.6 hereof, not less than all of the outstanding Warrants may
      be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice
      to the Registered Holders of the Warrants, as described in Section 6.4 below, at a Redemption Price of $0.01
      per Warrant, provided that (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment
      in compliance with Section 4 hereof) and (b) there is an effective registration statement covering
      the issuance of the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available
      throughout the 30-day Redemption Period (as defined in Section 6.4 below).

   

  6.2           Redemption
        of Warrants for Ordinary Shares. Subject to Section 6.6 hereof, not less than all of the outstanding
      Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent,
      upon notice to the Registered Holders of the Warrants, as described in Section 6.4 below, at a Redemption
      Price of $0.10 per Warrant, provided that (i) the Reference Value equals or exceeds $10.00 per share (subject
      to adjustment in compliance with Section 4 hereof) and (ii) if the Reference Value is less than $18.00
      per share (subject to adjustment in compliance with Section 4 hereof), the Private Placement Warrants are
      also concurrently called for redemption on the same terms as the outstanding Public Warrants. During the 30-day Redemption Period
      in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to
      exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of
      Ordinary Shares determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table
      as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in this Section 6.2)
      (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption
          Fair Market Value” shall mean the volume weighted average price of the Ordinary Shares during the ten (10) trading
      days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to
      the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide
      the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading
      day period described above ends.

   

  

  
     

    
      

    

  

   

  

  	Redemption Date (period to expiration of warrants)	 	Fair Market Value of Class A Ordinary Shares
	 	<10.00	 	11.00	 	12.00	 	13.00	 	14.00	 	15.00	 	16.00	 	17.00	 	>18.00
	60 months	 	0.261	 	0.281	 	0.297	 	0.311	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361
	57 months	 	0.257	 	0.277	 	0.294	 	0.310	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361
	54 months	 	0.252	 	0.272	 	0.291	 	0.307	 	0.322	 	0.335	 	0.347	 	0.357	 	0.361
	51 months	 	0.246	 	0.268	 	0.287	 	0.304	 	0.320	 	0.333	 	0.346	 	0.357	 	0.361
	48 months	 	0.241	 	02.63	 	0.283	 	0.301	 	0.317	 	0.332	 	0.344	 	0.356	 	0.361
	45 months	 	0.235	 	0.258	 	0.279	 	0.298	 	0.315	 	0.330	 	0.343	 	0.356	 	0.361
	42 months	 	0.228	 	0.252	 	0.274	 	0.294	 	0.312	 	0.328	 	0.342	 	0.355	 	0.361
	39 months	 	0.221	 	0.246	 	0.269	 	0.290	 	0.309	 	0.325	 	0.340	 	0.354	 	0.361
	36 months	 	0.213	 	0.239	 	0.263	 	0.285	 	0.305	 	0.323	 	0.339	 	0.353	 	0.361
	33 months	 	0.205	 	0.232	 	0.257	 	0.280	 	0.301	 	0.320	 	0.337	 	0.352	 	0.361
	30 months	 	0.196	 	0.224	 	0.250	 	0.274	 	0.297	 	0.316	 	0.335	 	0.351	 	0.361
	27 months	 	0.185	 	0.214	 	0.242	 	0.268	 	0.291	 	0.313	 	0.332	 	0.350	 	0.361
	24 months	 	0.173	 	0.204	 	0.233	 	0.260	 	0.285	 	0.308	 	0.329	 	0.348	 	0.361
	21 months	 	0.161	 	0.193	 	0.223	 	0.252	 	0.279	 	0.304	 	0.326	 	0.347	 	0.361
	18 months	 	0.146	 	0.179	 	0.211	 	0.242	 	0.271	 	0.298	 	0.322	 	0.345	 	0.361
	15 months	 	0.130	 	0.164	 	0.197	 	0.230	 	0.262	 	0.291	 	0.317	 	0.342	 	0.361
	12 months	 	0.111	 	0.146	 	0.181	 	0.216	 	0.250	 	0.282	 	0.312	 	0.339	 	0.361
	9 months	 	0.090	 	0.125	 	0.162	 	0.199	 	0.237	 	0.272	 	0.305	 	0.336	 	0.361
	6 months	 	0.065	 	0.099	 	0.137	 	0.178	 	0.219	 	0.259	 	0.296	 	0.331	 	0.361
	3 months	 	0.034	 	0.065	 	0.104	 	0.150	 	0.197	 	0.243	 	0.286	 	0.326	 	0.361
	0 months	 	—	 	—	 	0.042	 	0.115	 	0.179	 	0.233	 	0.281	 	0.323	 	0.361


  

   

  The
      exact Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption
      Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the
      number of Ordinary Shares to be issued for each Warrant exercised in a Make-Whole Exercise shall be determined by a straight-line
      interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and
      later redemption dates, as applicable, based on a 365- or 366-day year, as applicable.

   

  6.3           The
      share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares
      issuable upon exercise of a Warrant or the Exercise Price is adjusted pursuant to Section 4 hereof. If the
      number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4 hereof, the adjusted
      share prices in the column headings shall equal the share prices immediately prior to such adjustment, multiplied by a fraction,
      the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and
      the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in
      the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a
      Warrant. If the Exercise Price is adjusted, (a) in the case of an adjustment pursuant to Section 4.4 hereof,
      the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment multiplied
      by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which
      is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted share
      prices in the column headings shall equal the share prices immediately prior to such adjustment less the decrease in the Exercise
      Price pursuant to such Exercise Price adjustment. In no event shall the Warrants be exercisable in connection with a Make-Whole
      Exercise for more than 0.361 Ordinary Shares per Warrant (subject to adjustment).

   

  6.4           Date
        Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem the
      Warrants pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption
          Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than
      thirty (30) days prior to the Redemption Date (the period lasting from such time until the Redemption Date, the “30-day
          Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall
      appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been
      duly given whether or not the Registered Holder received such notice. As used in this Agreement, (a) ”Redemption
          Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and
      (b) ”Reference Value” shall mean the last reported sales price of the Ordinary Shares for any twenty
      (20) trading days within the thirty (30) trading-day period ending on the third (3rd) trading day prior to the date
      on which notice of the redemption is given.

   

  

  
     

    
      

    

  

   

  6.5           Exercise
        After Notice of Redemption. The Warrants may be exercised, for cash (or, if in connection with a redemption pursuant to Section 6.2 of
      this Agreement, on a “cashless basis” in accordance with such section) at any time after notice of redemption shall
      have been given by the Company pursuant to Section 6.4 hereof and prior to the Redemption Date. On and after
      the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants,
      the Redemption Price.

   

  6.6            Exclusion
        of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 hereof
      shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to
      be held by the Sponsor or its Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share (subject
      to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 hereof
      shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to
      be held by the Sponsor or its Permitted Transferees. However, once such Private Placement Warrants are transferred (other than
      to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement
      Warrants pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption
      are met, including the opportunity of the holder of such Private Placement Warrants to exercise the Private Placement Warrants
      prior to redemption pursuant to Section 6.5 hereof. Private Placement Warrants that are transferred to persons
      other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants and shall become Public Warrants
      under this Agreement, including for purposes of Section 9.8 hereof.

   

  7.            Other
        Provisions Relating to Rights of Holders of Warrants.

   

  7.1           No
        Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the
      Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
      to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors
      of the Company or any other matter.

   

  7.2           Lost,
        Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
      Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
      Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
      mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or
      not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

   

  7.3           Reservation
        of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary
      Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

   

  7.4          Registration
        of Ordinary Shares; Cashless Exercise at Company’s Option.

   

  7.4.1            Registration
        of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days
      after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission
      a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the
      Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business
      Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement,
      and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions
      of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business
      Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning
      on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration
      statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained
      an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, to exercise
      such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the
      Securities Act or another exemption) for that number of Ordinary Shares equal to the lesser of (A) the quotient obtained
      by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair
      Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for
      purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume-weighted average
      price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the date
      that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary.
      The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the
      Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide
      the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)
      stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection
        7.4.1 is not required to be registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise
      shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined
      in Rule 144 under the Securities Act) of the Company and, accordingly, shall not be required to bear a restrictive legend.
      Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been
      exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first
      three sentences of this subsection 7.4.1.

   

  

  
     

    
      

    

  

   

  7.4.2            Cashless
        Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed
      on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of
      the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to
      exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
      Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not
      be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary
      Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its
      commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant
      under applicable blue sky laws to the extent an exemption is not available.

   

  8.            Concerning
        the Warrant Agent and Other Matters.

   

  8.1          Payment
        of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
      Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company shall
      not be obligated to pay any transfer taxes in respect of the Warrants or such shares.

   

  8.2          Resignation,
        Consolidation, or Merger of Warrant Agent.

   

  8.2.1            Appointment
        of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
      from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
      office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
      a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
      thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
      of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any
      Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
      Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall
      be a corporation or other entity organized and existing under the laws of the State of New York, in good standing and having its
      principal office in the United States of America, and authorized under such laws to exercise corporate trust powers and subject
      to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with
      all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if
      originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate,
      the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor
      Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor
      Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and
      effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties,
      and obligations.

   

  8.2.2            Notice
        of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
      to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such
      appointment.

   

  

  
     

    
      

    

  

   

  8.2.3            Merger
        or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated
      or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
      Agent under this Agreement without any further act.

   

  8.3          Fees
        and Expenses of Warrant Agent.

   

  8.3.1            Remuneration.
      The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall,
      pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant
      Agent may reasonably incur in the execution of its duties hereunder.

   

  8.3.2            Further
        Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
      and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent
      for the carrying out or performing of the provisions of this Agreement.

   

  8.4          Liability
        of Warrant Agent.

   

  8.4.1            Reliance
        on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
      or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
      such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
      proved and established by a statement signed by the Chief Executive Officer, the President, the Chief Financial Officer, Chief
      Operating Officer, the General Counsel, the Secretary or the Chairman of the Board of the Company and delivered to the Warrant
      Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
      of this Agreement.

   

  8.4.2            Indemnity.
      The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad faith. The Company
      agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket
      costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement,
      except as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.

   

  8.4.3            Exclusions.
      The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity
      or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by
      the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
      to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner,
      method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment;
      nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any
      Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued,
      be valid and fully paid and nonassessable.

   

  8.5           Acceptance
        of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
      terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised
      and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares
      through the exercise of the Warrants.

   

  8.6           Waiver.
      The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
      in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
      the date hereof, by and between the Company and Continental Stock Transfer & Trust Company as trustee thereunder) and
      hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason
      whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access
      to the Trust Account.

   

  

  
     

    
      

    

  

   

  9.            Miscellaneous
        Provisions.

   

  9.1            Successors.
      All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
      to the benefit of their respective successors and assigns.

   

  9.2            Notices.
      Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any
      Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
      mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another
      address is filed in writing by the Company with the Warrant Agent), as follows:

   

  ENPHYS
      ACQUISITION CORP.

      216 East 45th Street, 13th Floor

      New York, NY 10017

      Attention: Chief Executive Officer

   

  Any
      notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to
      or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
      mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another
      address is filed in writing by the Warrant Agent with the Company), as follows:

   

  Continental
      Stock Transfer & Trust Company

      One State Street, 30th Floor

      New York, NY 10004

      Attention: Compliance Department

   

  9.3            Applicable
        Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be
      governed in all respects by the laws of the State of New York. Subject to applicable law, the Company hereby agrees that any action,
      proceeding or claim against it arising out of or relating in any way to this Agreement, including under the Securities Act, shall
      be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of
      New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding
      or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
      forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability
      or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are
      the sole and exclusive forum.

   

  Any
      person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have
      consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the
      forum provisions above, is filed in a court other than a court located within the State of New York or the United States District
      Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder
      shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of
      New York or the United States District Court for the Southern District of New York in connection with any action brought in any
      such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon
      such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as
      agent for such warrant holder.

   

  9.4           Persons
        Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation
      or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or
      by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions,
      stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties
      hereto and their successors and assigns and of the Registered Holders of the Warrants.

   

  9.5           Examination
        of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
      Agent in the United States of America, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any
      such holder to submit such holder’s Warrant for inspection by the Warrant Agent.

   

  

  
     

    
      

    

  

   

  9.6           Counterparts.
      This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
      purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

   

  9.7           Effect
        of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect
      the interpretation thereof.

   

  9.8           Amendments.
      This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing
      any ambiguity or correcting any mistake, including conforming the provisions hereof to the description of the terms of the Warrants
      and this Agreement set forth in the Prospectus, or defective provision contained herein or (ii) adding or changing any provisions
      with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the
      parties deem shall not adversely affect the rights of the Registered Holders under this Agreement. All other modifications or
      amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period and any amendment
      to the terms of only the Private Placement Warrants, shall require the vote or written consent of the Registered Holders of at
      least 50% of the then outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement
      Warrants or any provision of this Agreement with respect to the Private Placement Warrants, at least 50% of the then outstanding
      Private Placement Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the
      Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered
      Holders.

   

  9.9            Severability.
      This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
      the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
      or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
      as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

   

  Exhibit A
      Form of Warrant Certificate

   

  Exhibit B
      Legend — Private Placement Warrants

   

  
     

    
      

    

  

   

  IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. 

   

  	 	
          ENPHYS ACQUISITION CORP.

           

        
	 	By:	/s/ Jorge de Pablo
	 	 	Name: Jorge de Pablo
	 	 	
          Title:
              Chief Executive Officer 

        
	 	 	 


  	 	
          CONTINENTAL
              STOCK TRANSFER & TRUST COMPANY, as Warrant Agent 

        
	 	 
	 	By:	/s/ Steven Vacante
	 	 	Name: Steven Vacante
	 	 	Title: Vice President


   

  [Signature
        Page to Warrant Agreement]

   

  
     

    
      

    

  

   

  EXHIBIT A

   

  [FACE]

   

  Number

   

  Warrants

   

  THIS
        WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

      THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

      IN THE WARRANT AGREEMENT DESCRIBED BELOW

   

  Enphys
        Acquisition Corp.

  

  Incorporated
        Under the Laws of the Cayman Islands

   

  CUSIP
      [●]

   

  Warrant
        Certificate

   

  This
          Warrant Certificate certifies that                   ,
      or registered assigns, is the registered holder of                   warrant(s) (the
      “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares,
      $0.0001 par value (“Ordinary Shares”), of Enphys Acquisition Corp., a Cayman Islands exempted company
      (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the
      Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable Ordinary Shares as
      set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant
      Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement)
      of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or
      agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined
      terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

   

  Each
      whole Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. Fractional shares shall not be issued
      upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in
      an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be
      issued to the Warrant holder. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon
      the occurrence of certain events as set forth in the Warrant Agreement.

   

  The
      initial Exercise Price per one Ordinary Share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment
      upon the occurrence of certain events as set forth in the Warrant Agreement.

   

  Subject
      to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the
      extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject
      to certain conditions, as set forth in the Warrant Agreement.

   

  Reference
      is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions
      shall for all purposes have the same effect as though fully set forth at this place.

   

  This
      Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

   

  This
      Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.

   

  

  
     

    
      

    

  

   

  

  	 	ENPHYS ACQUISITION CORP.
	 	 	 
	 	By: 	         
	 	Name: Jorge de Pablo
	 	Title: Authorized Signatory
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	 
	 	Name: 
	 	Title: 


   

  
     

    
      

    

  

   

  [Form of
        Warrant Certificate]

   

  [Reverse]

   

  The
      Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise
      to receive                      
      Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of , 2021 (the “Warrant Agreement”),
      duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York limited purpose
      trust company, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated
      by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights,
      obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
      or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy
      of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this
      Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

   

  Warrants
      may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by
      this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set
      forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement
      (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate
      trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby, the number of Warrants exercised
      shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its
      assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

   

  Notwithstanding
      anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise
      (i) a registration statement covering the issuance of the Ordinary Shares to be issued upon exercise is effective under the
      Securities Act and (ii) a prospectus thereunder relating to the Ordinary Shares is current, except through “cashless
          exercise” as provided for in the Warrant Agreement.

   

  The
      Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of
      the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the
      holder thereof would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round
      down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant.

   

  Warrant
      Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in
      person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations
      provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates
      of like tenor evidencing in the aggregate a like number of Warrants.

   

  Upon
      due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate
      or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in
      exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for
      any tax or other governmental charge imposed in connection therewith.

   

  The
      Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant
      Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise
      hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant
      Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof
      to any rights of a shareholder of the Company.

   

  

  
     

    
      

    

  

   

  Election
      to Purchase

   

  (To
      Be Executed Upon Exercise of Warrant)

   

  The
      undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive           
      Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Enphys Acquisition Corp. (the “Company”)
      in the amount of $           in accordance with the terms hereof. The undersigned
      requests that a certificate for such Ordinary Shares be registered in the name of                           ,
      whose address is            and that such Ordinary Shares be delivered to           
            whose address is                .
      If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that
      a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of                ,
      whose address is                   and that such Warrant
      Certificate be delivered to                , whose
      address is                .

   

  In
      the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the
      Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Ordinary
      Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) or Section 6.2 of
      the Warrant Agreement, as applicable.

   

  In
      the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection
        3.3.1(b) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined
      in accordance with subsection 3.3.1(b) of the Warrant Agreement.

   

  In
      the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of
      the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of
      the Warrant Agreement.

   

  In
      the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the
      number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of
      the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The
      undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise
      provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares
      purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate
      representing the remaining balance of such Ordinary Shares be registered in the name of                ,
      whose address is                   and that such Warrant
      Certificate be delivered to                , whose
      address is                .

   

  [Signature
      Page Follows]

    

   

  

  
     

    
      

    

  

   

  	Date:                      , 20	 	 
	 	 	 
	 	 	(Signature)
	 	 	 
		 	 
		 	(Address)
		 	 
		 	 	 
		                     	(Tax Identification Number)
	 	 	 
	Signature Guaranteed:	 	 
	 	 	 


  THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
      AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER
      THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).

   

  
     

    
      

    

  

   

  EXHIBIT B

   

  LEGEND

   

  THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS,
      AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY
      ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ENPHYS ACQUISITION CORP. (THE “COMPANY”),
      ENPHYS ACQUISITION SPONSOR LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD
      OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS
      COMBINATION (AS DEFINED IN THE RECITALS OF THE WARRANT AGREEMENT BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER &
      TRUST COMPANY, AS WARRANT AGENT (THE “WARRANT AGREEMENT”)) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2
      OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

   

  SECURITIES
      EVIDENCED HEREBY AND CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO
      REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

   

  NO.      
                 WARRANT