Exhibit 10.2


 


Execution Version




 


 INVESTMENT MANAGEMENT


TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of October 25, 2021, by and between ExcelFin Acquisition
Corp., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association
(the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1 (the “Registration Statement”) for the initial public offering of the
Company’s units (the “Units”), each of which consists of one share of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”), and one-half of one warrant, each whole warrant entitling
the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter referred to as the “Offering”),
has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission (the “SEC”);
and


 


WHEREAS, the Company has
entered into an Underwriting Agreement (the “Underwriting Agreement”) with UBS Securities LLC, as representative
(the “Representative”) of the several underwriters (the “Underwriters”) named therein;
and


 


WHEREAS, as described in
the Registration Statement, $204.0 million of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined
in the Underwriting Agreement) (or $234.6 million if the Underwriters’ option to purchase additional units is exercised in full)
will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the
 “Trust Account”) for the benefit of the Company and the holders of the Common Stock included in the Units issued
in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is
referred to herein as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property
will be referred to as the “Public Stockholders,” and the Public Stockholders and the Company will be referred
to together as the “Beneficiaries”); and


 


WHEREAS, the Company and
the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


		1.	Agreements and Covenants of Trustee. The Trustee hereby
                                            agrees and covenants to:



 


(a)            Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
in the United States at U.S. Bank National Association.


 


(b)           Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein; In a timely manner, upon the written
instruction of the Company, invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less, or in money market funds meeting the conditions
of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as
amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; it being
understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions
hereunder;


 


(c)            Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(d)           Promptly
notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 






     


     


    

 


(e)           Promptly
supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit
of the Company’s financial statements by the Company’s auditors;


 


(f)            Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;


 


(g)           Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(h)           Commence
liquidation of the Trust Account only after and within two business days following (x) receipt of, and only in accordance with the
terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached
hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by an Authorized Representative (as
such term is defined below), and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes
payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the
Termination Letter and other documents referred to therein, or (y) upon the date which is the later of (1) 18 months (or up
to 21 months) months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders
in accordance with the Company’s amended and restated certificate of incorporation, if a Termination Letter has not been received
by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in
the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds
held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $100,000
of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record
as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B
hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified
in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following
the date the Property has been distributed to the Public Stockholders;


 


(i)            Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C
(a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company
the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of
assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by
electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority,
as applicable; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax
obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make
such distribution so long as there is no reduction in the principal amount initially deposited in the Trust Account; provided,
further, however that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution
shall be accompanied by a copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the
principal financial officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount
in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company
referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility
to look beyond said request;


 


(j)            Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D
(a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the Company the amount
requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted in connection with a
stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance
or timing of the Company’s obligation to redeem 100% of its public Common Stock if the Company has not consummated an initial Business
Combination within such time as is described in the Company’s amended and restated certificate of incorporation. The written request
of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the
Trustee shall have no responsibility to look beyond said request;


 






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(k)            Only
release the Property in accordance with a written instruction, signed by an Authorized Representative (as such term is defined below)
of the Company substantially in the form attached as Exhibit A, B, C and or D , as applicable, attached
hereto (each, a “Written Direction” and collectively, the “Written Direction”);


 


(l)            Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


		2.	Agreements and Covenants of the Company. The Company hereby
                                            agrees and covenants to:



 


(a)           Give
all instructions to the Trustee hereunder in writing, signed by an Authorized Representative (as such term is defined below) of the Company.
In addition, except with respect to its duties under Sections 1(i), 1(j) or 1(k) hereof, the Trustee shall
be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith
and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that
the Company shall promptly confirm such instructions in writing;


 


(b)           Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all out-of-pocket expenses, including
reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder
and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any
claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property
or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing
of such claim (hereinafter referred to as the “Indemnified Claim”), provided, that no failure or delay
by the Trustee to so notify the Company shall relieve the Company from its obligations under this Agreement, except as and to the extent
it is found, in a final, unappealable judgment by a court of competent jurisdiction, that such failure or delay actually and materially
prejudiced the Company. The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that
the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
withheld or delayed. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which
such consent shall not be unreasonably withheld or delayed. The Company may participate in such action with its own counsel and at its
sole cost and expense;


 


(c)           Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction
processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof.
The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering.
The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c),
Schedule A and as may be provided in Section 2(b) hereof;


 


(d)           In
connection with any vote of the Company’s stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or other similar business combination involving the Company and one or more businesses (a “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such
stockholders regarding such Business Combination;


 






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(e)           Provide
the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)            Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement;


 


(g)           Designate,
on an incumbency certificate delivered to Trustee on the date hereof (the “Incumbency Certificate”), its authorized
representatives for purposes of this Agreement (each such individual, an “Authorized Representative” of the
Company), which shall certify that the title, contact information and specimen signature of each such Authorized Representative as set
forth therein is true and correct; and


 


(h)           Amend,
at any time, the Incumbency Certificate by signing and submitting to the Trustee an amended Incumbency Certificate, which shall be effective
upon receipt by the Trustee of such amendment.


 


		3.	Limitations of Liability. The Trustee shall have no responsibility
                                            or liability to:



 


(a)           Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b)           Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to
any third party except for liability arising out of the Trustee’s gross negligence or willful misconduct;


 


(c)           Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


 (d)           Refund any depreciation in principal of any Property;




 


(e)           Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)            The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any Written Direction, order, notice, demand, certificate, opinion or advice
of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report
or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the
truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to
be genuine and to be signed or presented by the proper person or persons. The Trustee shall be deemed to be acting with reasonable care
with respect to any Written Direction if it takes such action in conformity with its standard procedures for confirming instructions
for wires applicable to the Company. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;


 


(g)           Verify
the accuracy of the information contained in the Registration Statement or any other filings made by the Company with the SEC;


 


(h)            Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by
the Registration Statement;


 






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(i)            File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j)            Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to,
income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)           Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1
(j) or 1 (k) hereof.


 


The Company also agrees that the Trustee will
only be responsible for direct damages, and not for any type of indirect, special, consequential, or punitive damages, even if the Trustee
is aware of the potential for such damages.


 


4.            Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


		5.	Termination. This Agreement shall terminate as follows:



 


(a)           If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this
Agreement (whether following the Trustee giving notice that it desires to resign under this Agreement or the Company otherwise electing
to replace the Trustee under this Agreement), the Trustee shall transfer the management of the Trust Account to the successor trustee,
including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety
(90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)           At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b).


 


(c)           If
the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received by
the Trustee from the Company shall be returned promptly following the receipt by the Trustee of written instructions from the Company.


 


		6.	Miscellaneous.



 


(a)           The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth herein with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such
security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence or willful misconduct, the Trustee shall not be liable for any loss, liability or out-of-pocket expense resulting from
any error in the information or transmission of the funds.


 






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(b)           This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. This Agreement may be
executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)           This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for
Section 1(i) through (m) (which sections may not be modified, amended or deleted without the affirmative vote of
a majority of the then outstanding shares of Common Stock; provided that no such amendment will affect any stockholder of the Company
who has validly elected to redeem his, her or its Common Stock in connection with a stockholder vote sought to amend this Agreement),
this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing
signed by each of the parties hereto.


 


(d)           The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)           Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by email:


 


   if to the Trustee, to:


 


U.S. Bank National Association


190 S. LaSalle, Chicago, IL 60603


Grace A. Gorka, CCTS


Vice President | Trust Manager | Global
Corporate Trust


p. 312.332-6772


grace.gorka@usbank.com


 


   and to:


 


U.S. Bank National Association


Trust Finance Management


60 Livingston Ave, St Paul, MN 55107


Russel Otzenberger, TFM Analyst


p. 651.466-6101


russel.otzenberger@usbank.com


 


   if to the Company, to:


 


ExcelFin Acquisition Corp.


473 Jackson St., Suite 300


San Francisco, CA 94111


Attn: Logan Allin


Tel: 415-715-4377


Email: logan@finvc.co


 






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   in
each case, with copies to:


 


Shearman & Sterling LLP

Bank of America Tower

800 Capitol Street, Suite 2200

Houston, Texas 77002

Attn: William B. Nelson


 


Email: Bill.Nelson@Shearman.com


 


and


 


UBS Securities LLC


1285 Avenue of the Americas


New York, New York 10019


Attn: Adam Kerbis


E-mail: adam-za.kerbis@ubs.com


 


Trustee shall have the right to
accept and act upon any notice, instruction, or other communication, including any funds transfer instruction (each, a “Notice”)
received pursuant to this Agreement by electronic transmission (including by e-mail, web portal or other electronic methods) and shall
not have any duty to confirm that the person sending such Notice is, in fact, a person authorized to do so. Electronic signatures believed
by Trustee to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital
signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider identified by any other party hereto and acceptable
to Trustee) shall be deemed original signatures for all purposes. Each other party to this Agreement assumes all risks arising out of
the use of electronic signatures and electronic methods to send Notices to Trustee, including without limitation the risk of Trustee
acting on an unauthorized Notice and the risk of interception or misuse by third parties. Notwithstanding the foregoing, Trustee may
in any instance and in its sole discretion require that a Notice in the form of an original document bearing a manual signature be delivered
to Trustee in lieu of, or in addition to, any such electronic Notice.


 


(f)            This
Agreement may not be assigned by the Trustee without the prior consent of the Company, which such consent shall not be unreasonably withheld.


 


(g)           Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not
make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance.


 


(h)           Each
of the Company and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is a third party
beneficiary of this Agreement.


 


(i)            Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


(j)            In
the event that any Property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or
enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Property,
the Trustee is hereby expressly authorized, in its reasonable discretion, to comply with all writs, orders or decrees so entered or issued,
or which it is advised by legal counsel of its own choosing is binding upon it. In the event that the Trustee obeys or complies with
any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason
of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.


 






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(k)           The
Trustee shall not be responsible or liable for any failure or delay in the performance of its obligation under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God;
earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or
malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military
authority or governmental action (any such event, a “Force Majeure Event”). Notwithstanding anything to the
contrary in this Agreement, for purposes of all services provided pursuant to this Agreement (the “Services”),
Trustee shall continuously maintain business continuity and disaster recovery plans (including regular updates) that are consistent with
then-current industry standards applicable to similarly situated providers of services comparable to the Services. Without limiting the
generality of the foregoing, the business continuity and/or disaster recovery plans will cover the computer software, computer hardware,
telecommunications capabilities and other similar or related items of automated, computerized, software system(s) and network(s) or
system(s) and will be designed, among other things, to permit the ongoing operation and functionality of the Services on a continuous
basis and/or to facilitate the continuation and/or resumption of, the Services. In the event of disruption in the Services for any reason
including the occurrence of a Force Majeure Event that causes Trustee to be required to allocate limited resources between or among Trustee’s
affected customers, Trustee shall not do so in a manner that is intended to treat the Company less favorably than other similarly situated
affected customers generally. In addition, in the event Trustee has knowledge that there is, or has been, an incident affecting the integrity
or availability of Trustee’s business continuity and disaster recovery system (the “System”), Trustee
shall endeavor to notify the Company in writing, as promptly as practicable, of the incident.


 


(l)            The
Trustee shall be entitled to consult with legal counsel in the event that a question or dispute arises with regard to the construction
of any of the provisions hereof, and shall incur no liability and shall be fully protected in acting in accordance with the advice or
opinion of such counsel.


 


[Signature
Page Follows]


 












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IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.


 


	 	COMPANY:
	 	ExcelFin Acquisition Corp.




 


		By:	/s/
                                            Logan Allin






	 	 	Name:	Logan Allin
	 	 	Title:	Chief Executive Officer




 


	 	TRUSTEE:
	 	U.S Bank National Association,
	 	as Trustee




 


		By:	/s/
                                            Grace A. Gorka






	 	Name:	Grace A. Gorka
	 	Title:	Vice President




 












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SCHEDULE A


 


Trustee Fee Schedule


 


	01010	Trustee
                                            Fee: (One-time, all-in)

    The Trustee Administration Fee is a one-time
    fee, payable at closing, and includes the administrative services of the trustee for the life of an 18-month term SPAC.

     
	$8,500.00
	16156	Legal
                                            Expenses: (None expected via USB in-house counsel)

    Includes fees and expenses of legal counsel.
    U.S. Bank, N.A. reserves the right to refer any or all trustee documents for legal review before execution. Legal fees (billed on
    an hourly basis) and expenses for this service will be billed to, and paid by, the customer. If appropriate and upon request by the
    customer, U.S. Bank, N.A. will provide advance estimates of these legal fees.

     
	If applicable
	04200	Annual
                                            Trustee Fee:

    This annual administration fee covers the
    routine duties of Trustee associated with the management of the account. This administration fee is payable in advance.

     
	Waived
	10880	Disbursements:
                                            Wire Disbursement Fee (applicable for returned funds only)

     
	$150
    ea.


 


	Direct Out of Pocket
    Expenses	At Cost







	Reimbursement
    of expenses associated with the performance of our duties, including but not limited to publications, legal counsel after the initial
    close, travel expenses and filing fees.	 


 


Extraordinary Services:





Extraordinary Administration Services ("EAS") are duties, responsibilities or activities not expected to be provided by the trustee or agent at the outset of the transaction, not routine or customary, and/or not incurred in the ordinary course of business, and may require analysis or interpretation. Billing for fees and expenses related to EAS is appropriate in instances where particular inquiries, events or developments are unexpected, even if the possibility of such circumstances could have been identified at the inception of the transaction, or as changes in law, procedures, or the cost of doing business demand. At our option, EAS may be charged on an hourly (time expended multiplied by current hourly rate), flat or special fee basis at such rates or in such amounts in effect at the time of such services, which may be modified by us in our sole and reasonable discretion from time to time.


 


In addition, all fees and expenses incurred by the trustee or agent, in connection with the trustee's or agent's EAS and ordinary administration services and including without limitation the fees and expenses of legal counsel, financial advisors and other professionals, charges for wire transfers, checks, internal transfers and securities transactions, travel expenses, communication costs, postage (including express mail and overnight delivery charges), copying charges and the like will be payable, at cost, to the trustee or agent. EAS fees are due and payable in addition to annual or ordinary administration fees. Failure to pay for EAS owed to U.S. Bank when due may result in interest being charged on amounts owed to U.S. Bank for extraordinary administration services fees and expenses at the prevailing market rate.


 


General:


Your
obligation to pay under this Fee Schedule shall govern the matters described herein and shall not be superseded or modified by the
terms of the governing documents, and survive any termination of the transaction or governing documents and the resignation or
removal of the trustee or agent. This Fee Schedule shall be construed and interpreted in accordance with the laws of the state
identified in the governing documents without giving effect to the conflict of laws principles thereof. You agree to the sole and
exclusive jurisdiction of the state and federal courts of the state


 


identified in the governing documents over any proceeding
relating to or arising regarding the matters described herein. Payment of fees constitutes acceptance of the terms and conditions
described herein,



 






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Account approval is subject to review
and qualification. Fees are subject to change at our discretion and upon written notice. Fees paid in advance will not be prorated. The
fees set forth above and any subsequent modifications thereof are part of your agreement. Finalization of the transaction constitutes
agreement to the above fee schedule, including agreement to any subsequent changes upon proper written notice. In the event your transaction
is not finalized, any related out-of-pocket expenses will be billed to you directly. Absent your written instructions to sweep or otherwise
invest, all sums in your account will remain uninvested and no accrued interest or other compensation will be credited to the account.
Payment of fees constitutes acceptance of the terms and conditions set forth.


 


IMPORTANT INFORMATION ABOUT PROCEDURES FOR
OPENING A NEW ACCOUNT


 


To help the government fight the funding
of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information
that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a Trust or other
legal entity we will ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial
statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other
relevant documentation.


 


EXHIBIT A


 


[Letterhead of Company] [Insert date]


 


	TO:	U.S. Bank National Association	U.S. Bank National Association
	 	Global Corporate Trust Services	Trust Finance Management
	 	190 S. LaSalle Street	90 Livingston Avenue
	 	Chicago, IL 60603	St. Paul, MN 55107
	 	Attn: Grace Gorka	Attn: Russel Otzenberger
	 	Email: grace.gorka@usbank.com	Email: russsel.otzenberger@usbank.com



 


	 	Re:	ExcelFin Acquisition Corp, Trust Account No.
	 	 	Termination Letter due to consummation of business combination with Target Business




 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between ExcelFin Acquisition Corp. (the “Company”) and U.S. Bank
National Association, (the “Trustee”), dated as of          ,
2020 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with          (the
 “Target Business”) to consummate a business combination with Target Business (the “Business Combination”)
on or about                                                                                                          , 202_. The Company shall notify you at least forty-eight
(48) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination
(the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth
in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on          ,
202_, and to transfer proceeds to the account of the paying agent specified by the Company to the effect that, on the Consummation Date,
all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall
direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account at [●]
awaiting distribution, the Company will not earn any interest or dividends.


 






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On the Consummation Date
(i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will
be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company,
which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held, and
(b) written instruction signed by the Company and UBS Securities LLC with respect to the transfer of the funds held in the Trust
Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the
Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction
Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty,
you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust
Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary
for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day
immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	ExcelFin Acquisition Corp.
	 	 
	 	By:
	 	Name:
	 	Title:




 


cc:


 






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EXHIBIT B


 


[Letterhead of Company] [Insert date]


 





	TO:	U.S. Bank National Association	U.S. Bank National Association
	 	Global Corporate Trust Services	Trust Finance Management
	 	190 S. LaSalle Street	90 Livingston Avenue
	 	Chicago, IL 60603	St. Paul, MN 55107
	 	Attn: Grace Gorka	Attn: Russel Otzenberger
	 	Email: grace.gorka@usbank.com	Email: russsel.otzenberger@usbank.com


 


	 	Re:	ExcelFin Acquisition Corp., Trust Account No.:
	 	 	Termination Letter due to inability to effect
a business combination with a Target Business






 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between ExcelFin Acquisition Corp. (the “Company”) and U.S. Bank
National Association, (the “Trustee”), dated as of          
, 2020 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business
combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s
amended and restated certificate of incorporation, as described in the Company’s Registration Statement relating to the Offering.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on          and
to await distribution to the Public Stockholders. The Company has selected [●] as the record date for the purpose of determining
the Public Stockholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	ExcelFin Acquisition Corp.
	 	 
	 	By:
	 	Name:
	 	Title:






 


cc: [      ]


 












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EXHIBIT C


 


[Letterhead of Company] [Insert date]


 





	TO:	U.S. Bank National Association	U.S. Bank National Association
	 	Global Corporate Trust Services	Trust Finance Management
	 	190 S. LaSalle Street	90 Livingston Avenue
	 	Chicago, IL 60603	St. Paul, MN 55107
	 	Attn: Grace Gorka	Attn: Russel Otzenberger
	 	Email: grace.gorka@usbank.com	Email: russsel.otzenberger@usbank.com


 


	 	Re:	ExcelFin Acquisition Corp., Trust Account No.:
	 	 	Tax Payment Withdrawal Instruction








 


Ladies and Gentlemen:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between ExcelFin Acquisition Corp. (the “Company”) and U.S. Bank
National Association (the “Trustee”), dated as of , 2020 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $          of the interest income earned on
the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	ExcelFin Acquisition Corp.
	 	 
	 	By:
	 	Name:
	 	Title:








 


cc: [      ]


 






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EXHIBIT D


 


[Letterhead of Company] [Insert date]


 





	TO:	U.S. Bank National Association	U.S. Bank National Association
	 	Global Corporate Trust Services	Trust Finance Management
	 	190 S. LaSalle Street	90 Livingston Avenue
	 	Chicago, IL 60603	St. Paul, MN 55107
	 	Attn: Grace Gorka	Attn: Russel Otzenberger
	 	Email: grace.gorka@usbank.com	Email: russsel.otzenberger@usbank.com




 


	 	Re:	ExcelFin Acquisition Corp., Trust Account
No.:
	 	 	Stockholder Redemption Withdrawal
Instruction










 


Ladies and Gentlemen:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between ExcelFin Acquisition Corp. (the “Company”) and U.S. Bank
National Association, (the “Trustee”), dated as of , 2020 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $     of the principal and interest income
earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the
Trust Agreement.


 


The Company needs such funds
to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with
a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance
or timing of the Company’s obligation to redeem 100% of its public Common Stock if the Company has not consummated an initial Business
Combination within such time as is described in the Company’s amended and restated certificate of incorporation. As such, you are
hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming
Public Stockholders in accordance with your customary procedures.


 


	 	Very truly yours,
	 	 
	 	ExcelFin Acquisition Corp.
	 	 
	 	By:
	 	Name:
	 	Title:










 


cc: [      ]


 






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