INDEMNITY AGREEMENTIndemnity Agreement • October 5th, 2021 • ExcelFin Acquisition Corp. • Blank checks • Delaware
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 5th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and U.S Bank National Association, a national banking association (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
EXCELFIN ACQUISITION CORP. San Francisco, CA 94111ExcelFin Acquisition Corp. • October 5th, 2021 • Blank checks • New York
ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer ExcelFin SPAC LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Shares and the Company’s shares of Class A common stock, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used herein “Shares” sha
FORM OF PRIVATE WARRANT AGREEMENTPrivate Warrant Agreement • October 5th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a limited liability trust company organized and existing under the laws of the State of New York, as warrant agent (the “Warrant Agent”).
FORM OF PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • October 5th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
THIS PUBLIC WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a limited liability trust company organized and existing under the laws of the State of New York, as warrant agent (the “Warrant Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • October 5th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 5th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of __________, 2021, by and between ExcelFin Acquisition Corp., a blank check company incorporated as a Delaware corporation (the “Company”), and _______________ and _______________ (each individually, a “Purchaser” and collectively, the “Purchasers”).
LETTER AGREEMENT Dated [●], 2021Letter Agreement • October 5th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is entered into by and among ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), ExcelFin SPAC LLC, a Delaware limited liability company (the “Sponsor”), and each other undersigned person (each such other undersigned person, an “Insider” and collectively, the “Insiders”). Reference is made to that certain underwriting agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among the Company, USB Securities LLC, EXOS Securities LLC and KeyBank Capital Markets Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par valu
ExcelFin Acquisition Corp. San Francisco, CA 94111Letter Agreement • October 5th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
This letter agreement by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and ExcelFin SPAC LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
