Exhibit 4.2


 


Execution Version


 


 PRIVATE WARRANT AGREEMENT


 


THIS PRIVATE WARRANT AGREEMENT,
dated as of October 20, 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”).


 


WHEREAS, on October 20,
2021, the Company entered into that certain Private Placement Warrants Purchase Agreement with ExcelFin SPAC LLC, a Delaware limited liability
company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 10,500,000 warrants (or
up to 11,700,000 warrants if the underwriters in the Offering, as defined below, exercise their over-allotment option 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 A hereto
(the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant;


 


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
to 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 warrant (the “Working Capital Warrants”);


 


WHEREAS, in order to extend
the completion window, the Sponsor may, acquire up to an additional 2,300,000 Private Placement Warrants at a price of $1.00 per warrant
(the “Extension Warrants” and, together with the Private Placement Warrants and the Working Capital Warrants,
the “Warrants”);


 


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 share of Class A Common Stock, par value $0.0001 per share (“Common Stock”), and
one-half of one redeemable warrant (the “Public Warrants”, which, with the Common Stock, comprise the “Units”)
and, in connection therewith, has determined to issue and deliver up to 11,500,000 redeemable Public Warrants (including up to 1,500,000
redeemable Public Warrants subject to the over-allotment option) to public investors in the Offering;


 


WHEREAS, the Company has filed
with the U.S. Securities and Exchange Commission (the “Commission”) one or more registration statements (together,
the “Registration Statement”) and the related final prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the issuance of
the Units and the Public Warrants and the shares of Common Stock included in the Units;


 


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 and exercise of the Warrants;


 


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 (in the case of definitive physical warrant certificates) or otherwise registered (in the case of book
entry warrants), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery
of this Agreement.


 






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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. Warrants may be represented by one or more physical definitive
certificates or by book-entry.


 


2.2           Effect
of Countersignature. If a physical definitive certificate is issued, unless and until countersigned by the Warrant Agent, either by
manual or facsimile signature, pursuant to this Agreement, a Warrant certificate 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 the initial
issuance of the Warrants 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. All of the Public Warrants shall initially be registered
in the name of the nominee designated by The Depository Trust Company (the “Depository”) and registered in the
name of a nominee of the Depository. If requested, the Registered Holder (as defined below) shall be issued a definitive certificate in
physical form evidencing such Warrants, which shall be in the form attached hereto as Exhibit B (the “Definitive
Warrant Certificate”).


 


Physical definitive certificates,
if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the board of directors of the Company (the “Board”),
Chief Executive Officer, Chief Financial Officer, the President, the Treasurer or the 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 the 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 (notwithstanding any notation of ownership or other writing on
any physical definitive certificate made by anyone other than the Company or the Warrant Agent) 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.


 


3.             Terms
and Exercise of Warrants.


 


3.1           Warrant
Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and this Agreement, to
purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments
provided in Section 4 and in the penultimate 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 for the Warrants pursuant
to a “cashless exercise,” to the extent permitted hereunder) at which each share of Common Stock 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 fifteen (15) Business Days (unless otherwise registered by the Commission, any national securities
exchange upon which the Warrants are then listed or applicable law); provided, however, that the Company shall
provide at least three (3) days prior written notice of such reduction to Registered Holders of the Warrants; provided, further,
that any such reduction shall be identical among all of the Warrants. The term “Business Day” means a day other
than a Saturday, Sunday or federal holiday, or which banks in New York City are generally open for normal business.


 






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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 upon the earliest
to occur of (x) at 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 and (y) the liquidation of the Company in accordance with the Company’s amended and restated
certificate of incorporation (as further amended, supplemented or otherwise modified from time to time, the “Certificate of
Incorporation”), if the Company fails to consummate a Business Combination (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 with respect to an effective registration statement or a valid exemption being available. Each Warrant not exercised on
or before the Expiration Date shall become null and 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, however, that the Company shall provide at least twenty (20)
days prior written notice of any such extension to Registered Holders of the Warrants; provided, further, that
any such extension shall be identical in duration among all of 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 Depository Trust Company (the “Depository”) to an account of the Warrant Agent at the
Depository designated for such purposes in writing by the Warrant Agent to the Depository from time to time, (ii) an election to
purchase (“Election to Purchase”) any Common Stock 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 institutions that have accounts with the Depository in accordance with the Depository’s procedures, and (iii) the
payment in full of the Warrant Price for each full share of Common Stock 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 shares of Common Stock and the issuance
of such shares of Common Stock, as follows:


 


(a)         in
lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer
of immediately available funds;


 


(b)        by
surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of
the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection
3.3.1(b)) of the Common Stock over the Warrant Price by (y) the Sponsor Fair Market Value. Solely for purposes of this subsection
3.3.1(b), the “Sponsor Fair Market Value” shall mean the volume-weighted average last reported sale price of the
Common Stock as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which
the notice of exercise of the Private Placement Warrant or Working Capital Warrant is sent to the Warrant Agent; and


 


(c)         as
provided in Section 6.4.


 


Only whole Warrants are exercisable and a holder of the Public Warrants
will not be able to exercise any fraction of a Warrant.


 


3.3.2     Issuance
of Shares of Common Stock 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 full shares of Common Stock to which he, she or
it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised
in full, a new book-entry position or countersigned physical definitive Warrant, as applicable, for the number of shares of Common Stock
as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any
shares of Common Stock 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 covering the issuance of the shares of Common Stock underlying the Warrants is then effective and a
prospectus relating thereto is current or a valid exemption from the registration requirements of the Securities Act is available. No
Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless
the shares of Common Stock 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. 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 a share of Common Stock, the Company shall round down to the nearest whole number of the number of shares of
Common Stock to be issued to such holder.


 






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3.3.3     Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement and the Amended
and Restated Certificate of Incorporation shall be validly issued, fully paid and non-assessable.


 


3.3.4     Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Common Stock is issued
shall for all purposes be deemed to have become the holder of record of such shares of Common Stock 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 share transfer books 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 of Common Stock at the close of business on the next succeeding date on which the share transfer books
or book-entry system of the Warrant Agent 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; provided, however, that 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 4.9% or 9.8% (or such other amount) as the electing holder may specify (the “Maximum Percentage”)
of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the
aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of shares of
Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude
shares of Common Stock 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 stock 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 issued and outstanding shares of Common Stock, the holder may rely on the number of issued and outstanding shares of Common
Stock 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 the transfer agent for the Common Stock setting forth the number of shares of Common
Stock issued and 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 shares of Common Stock then issued and outstanding.
In any case, the number of outstanding shares of Common Stock 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 outstanding shares of Common
Stock 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.


 






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4.              Adjustments.


 


4.1            Stock
Dividends.


 


4.1.1      Share
Dividends; Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock,
or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common
Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock.
A rights offering to holders of shares of Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair
Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product
of (i) the number of shares of Common Stock 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 shares of Common Stock) multiplied by (ii) one (1) minus
the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For
purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for shares
of Common Stock, in determining the price payable for the shares of Common Stock, 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) “Fair Market
Value” means the volume weighted average price of the shares of Common Stock as reported during the ten (10) trading
day period ending on the trading day prior to the first (1st) date on which the shares of Common Stock trade on the applicable
exchange or in the applicable market, regular way, without the right to receive such rights.


 


4.1.2     Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares
of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection
4.1.1, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares
of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of
the shares of Common Stock in connection with a stockholder vote to approve an amendment to the Certificate of Incorporation in accordance
with the Certificate of Incorporation, or (e) in connection with the redemption of shares of Common Stock included in the Units sold
in the Offering upon the Company’s failure to complete the Company’s initial Business Combination and any subsequent distribution
of its assets upon its liquidation (any such non-excluded event, 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 Board in good faith) of any securities or other assets paid on each shares of Common Stock
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 shares of Common Stock during the 365-day period ending on the date of declaration of such dividend
or distribution (as 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 shares of Common
Stock issuable on exercise of each Warrant) does not exceed $0.50 (being five percent (5%) of the offering price of the Units in the Offering),
which amount shall be adjusted to appropriately reflect any of the events referred to this Section 4 and excluding
cash dividends or other cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of common stock
issuable upon exercise of each Warrant.


 


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


 


4.3            Adjustments
in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided
in subsection 4.1.1 or Section 4.2, 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 shares of
Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which
shall be the number of shares of Common Stock so purchasable immediately thereafter.


 






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4.4            Capital
Raised in Connection with the Initial Business Combination. If the Company issues additional shares of Common Stock 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 share of Common Stock (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 ExcelFin SPAC LLC, a Delaware limited liability company (the “Sponsor”)
or its affiliates, without taking into account any Class B common stock of the Company, par value $0.0001 per share (“Class B
Common Stock”) 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 sixty percent (60%) of the total
equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of
the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Common Stock during
the twenty (20) trading day period  starting on the trading day after the day on which the Company consummates the 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 one-hundred-fifteen percent (115%) of the greater 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 outstanding shares of Common
Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 or
that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or
into another entity or conversion of the Company into another type of entity (other than a consolidation or merger in which the Company
is the continuing entity and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock),
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 shares of
Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the
kind and amount of shares of stock or other 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 shares of Common Stock were entitled to exercise a right of election as to the kind or amount of
securities, cash or other assets receivable upon such consolidation or merger, 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 shares of Common Stock in such consolidation or merger that affirmatively make
such election; (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the shares of
Common Stock (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 certificate of incorporation or as a result of the redemption
of the shares of Common Stock 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) securities
representing more than 50% of the aggregate voting power, including the power to vote on the election of directors of the Company, of
the issued and outstanding equity securities of the Company, and, for the avoidance of doubt) such tender offer results in a change of
control of the Company, 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 shares of Common Stock 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; and (iii) if
less than seventy percent (70%) of the consideration receivable by the holders of the shares of Common Stock in the applicable event is
payable in the form of common stock 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, if positive, of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the
Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below) (which amount determined
under this clause (ii) shall not be less than zero). 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 model as calculated by an accounting,
appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Board, qualified
to make such calculation. “Per Share Consideration” means (i) if the consideration paid to holders of the
shares of Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases,
the volume weighted average price of the shares of Common Stock as reported 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
shares of Common Stock 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 4.5. The provisions of this Section 4.5 shall similarly
apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant
Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 






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4.6            Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock 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 of Common Stock 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; provided, however,
that no adjustment to the number of shares of Common Stock issuable upon exercise of a Warrant shall be required until cumulative adjustments
amount to one percent (1%) or more of the number of shares of Common Stock issuable upon exercise of a Warrant as last adjusted; provided, further,
that any such adjustments that are not made are carried forward and taken into account in any subsequent adjustment. Notwithstanding the
foregoing, all such carried forward adjustments shall be made (i) in connection with any subsequent adjustment that (taken together
with such carried forward adjustments) would result in a change of at least one percent (1%) in the number of shares of Common Stock issuable
upon exercise of a Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in Sections
4.1, 4.2, 4.3 or 4.5 in connection with which an adjustment is made to the Warrant Price
or the number of shares of Common Stock issuable upon exercise of a Warrant, 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 a fractional
share of Common Stock 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 shares of Common Stock 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 of Common Stock 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           No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment
to the conversion ratio of the Class B Common Stock into shares of Common Stock or the conversion of the Class B Common Stock
into shares of Common Stock, in each case, pursuant to the Certificate of Incorporation.


 






    7 


     


    

 


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, in the case of certificated warrants, 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 Depository, to another nominee of the Depository, to a successor depository or to a nominee of a successor depository; provided, further,
that, in the event that a Warrant surrendered for transfer bears a restrictive legend, 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           Transfers
of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange of the Warrants
which would require the issuance of a Warrant certificate or book-entry position for a fraction of a Warrant.


 


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.


 


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


 


6.1            No
Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder 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 stockholder in respect of the meetings of shareholders or the election of directors of the Company or any other
matter.


 


6.2            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, and countersigned by the Warrant Agent. 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. The Warrant Agent
may, at its option, countersign replacement Warrants for mutilated certificates upon presentation thereof without such indemnity.


 


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


 


6.4           Registration
of Shares of Common Stock. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days after
the closing of the 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 shares of Common Stock 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 the initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating
thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement.


 






    8 


     


    

 


7.               Concerning
the Warrant Agent and Other Matters.


 


7.1            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 shares of Common Stock upon the exercise of the Warrants, but the Company and the Warrant
Agent shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.


 


7.2            Resignation,
Consolidation, or Merger of Warrant Agent.


 


7.2.1      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 ninety (90) 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 authorized under applicable laws to exercise the
powers of a transfer agent 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.


 


7.2.2     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 Company’s transfer agent for the shares of Common Stock not later than the effective date of any
such appointment.


 


7.2.3      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.


 


7.3          Fees
and Expenses of Warrant Agent.


 


7.3.1        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.


 


7.3.2        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.


 






    9 


     


    

 


7.4           Liability
of Warrant Agent.


 


7.4.1        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 Chairman of the Board, Chief Executive Officer, Chief Financial Officer, the President or the Secretary or
other principal officer 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.


 


7.4.2        Indemnity.
The Warrant Agent shall be liable hereunder only for its own, or its representatives’, gross negligence, willful misconduct, fraud,
bad faith or material breach of this Agreement. The Company agrees to indemnify the Warrant Agent and save it harmless against any and
all liabilities, including judgments, costs and reasonable 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 or its representatives’ gross negligence, willful misconduct,
fraud, bad faith or material breach of this Agreement.


 


7.4.3        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 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 shares of Common Stock to be issued pursuant to this Agreement
or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.


 


7.5           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 shares of Common Stock through the exercise
of the Warrants.


 


7.6           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 American Stock Transfer & Trust Company, LLC, 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.


 


8.             Miscellaneous
Provisions.


 


8.1           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.


 


8.2           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:


 


ExcelFin Acquisition Corp.


Logan Allin


Chief Executive Officer


473 Jackson St., Suite 300


San Francisco, CA 94111


Email:


 






    10 


     


    

 


with a copy to (which shall not constitute notice):


 


William B. Nelson


Shearman & Sterling LLP


Bank of America Tower


800 Capitol Street, Suite 2200


Houston, Texas 77002


Email: bill.nelson@shearman.com


 


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:


 


American Stock Transfer &
Trust Company, LLC


6201 15th Avenue, Brooklyn,
NY, 11219


Attention: Felix Orihuela


Email: FOrihuela@astfinancial.com


 


in each case, with a copy to:


 


____________________________


 


8.3           Applicable
Law; Jurisdiction. The validity, interpretation, and performance of this Agreement and the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall be brought and enforced in the courts of the  City of New York, County of New York, State
of New York, the United States District Court for the Southern District of New York or the federal district courts of the United States,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. 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 (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder
for which Section 27 of the Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal
courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of
the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) 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 8.3.
If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located
within the City of New York, County of New York, 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 holder of the Warrants, such holder of the Warrants 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 holder of the Warrants
in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrants.


 


8.4           Compliance
and Confidentiality. The Warrant Agent shall perform its duties under this Agreement in compliance with all applicable laws, including
those relating to privacy, data protection and information security, shall keep confidential all information (including personally identifiable
information and personal data) relating to this Agreement and, except as required by applicable law, shall not use such information for
any purpose other than the performance of the Warrant Agent’s obligations under this Agreement.


 






    11 


     


    

 


8.5           Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation
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.


 


8.6           Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent 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.


 


8.7           Counterparts;
Electronic Signatures. 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.
A signature to this Agreement transmitted electronically shall have the same authority, effect and enforceability as an original signature.


 


8.8           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.


 


8.9           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 curing, correcting or supplementing any defective provision contained herein, including to conform the provision of the
Warrants and this Agreement to the description of the Warrants and this Agreement in the Prospectus, (ii) adding or changing any
other 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 the Warrants and this Agreement or (iii) to
provide for the delivery of an Alternative Issuance pursuant to Section 4.5, to reflect changes to the definition of
 “Ordinary Cash Dividend” or to reflect other adjustments required by Section 4. All other modifications
or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period shall require the
vote or written consent of the Registered Holders of fifty percent (50%) of the number of the then outstanding 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. The Company covenants and agrees to not lower the Warrant Price or extend
the duration of the Exercise Period of the Warrants without taking the same actions with respect to the Public Warrants.


 


8.10         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.


 


8.11         Business
Continuity Plan. The Warrant Agent shall maintain plans for business continuity, disaster recovery, and backup capabilities and facilities
designed to ensure the Warrant Agent’s continued performance of its obligations under this Agreement, including, without limitation,
loss of production, loss of systems, loss of equipment, failure of carriers and the failure of the Warrant Agent’s or its supplier’s
equipment, computer systems or business systems (“Business Continuity Plan”). Such Business Continuity Plan
shall include, but shall not be limited to, testing, accountability and corrective actions designed to be promptly implemented, if necessary.
In addition, in the event that the Warrant Agent has knowledge of an incident affecting the integrity or availability of such Business
Continuity Plan, then the Warrant Agent shall, as promptly as practicable, but no later than twenty-four (24) hours (or sooner to the
extent required by applicable law or regulation) after the Warrant Agent becomes aware of such incident, notify the Company in writing
of such incident and provide the Company with updates, as deemed appropriate by the Warrant Agent under the circumstances, with respect
to the status of all related remediation efforts in connection with such incident. The Warrant Agent represents that, as of the date of
this Agreement, such Business Continuity Plan is active and functioning normally in all material respects.


 


8.12         Confidentiality. The
Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party, including, inter
alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or the carrying
out of this Warrant Agreement, including the fees for services, shall remain confidential, and shall not be voluntarily disclosed to any
other person, except as may be required by law or regulation, including, without limitation, pursuant to requests from the Securities
and Exchange Commission and subpoenas from state or federal government authorities (e.g., in divorce and criminal actions).


 






    12 


     


    

 


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


 


	 	EXCELFIN ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Logan Allin
	 	 	Name: Logan Allin
	 	 	Title: Chief Executive Officer


 


	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC,
	 	as Warrant Agent
	 	 
	 	By:	 /s/ Michael A. Nepsoli
	 	 	Name: Michael A. Nepsoli
	 	 	Title: Executive Director, Relationship Management


 


[Signature Page to Private Warrant Agreement—ExcelFin
Acquisition Corp.]




 









     


     


    

 


EXHIBIT A


 


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
(THE “ LETTER AGREEMENT”) BY AND AMONG EXCELFIN ACQUISITION CORP. (THE “ COMPANY”), EXCELFIN SPAC LLC AND THE
OTHER PARTIES THERETO, THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS 30 DAYS AFTER THE
DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN THE RECITALS OF THE WARRANT AGREEMENT REFERRED TO
HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DESCRIBED IN SECTION 5(c) OF THE LETTER AGREEMENT) WHO AGREES IN WRITING WITH THE
COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


THE SECURITIES REPRESENTED HEREBY AND CLASS A
COMMON STOCK OF EXCELFIN ACQUISITION CORP. (THE “COMPANY”) ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED
TO REGISTRATION RIGHTS UNDER A REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 


NO. [ ] WARRANT


 









    A-1 


     


    

 


EXHIBIT B


 


	NUMBER W–[   ]	 
	 	 
	SEE REVERSE FOR CERTAIN DEFINITIONS


 


WARRANTS


THIS WARRANT SHALL BE NULL AND VOID IF NOT
EXERCISED PRIOR TO THE


EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


EXCELFIN ACQUISITION CORP.


 


Incorporated Under the Laws of the State of
Delaware


 


THIS
WARRANT CERTIFICATE CERTIFIES THAT [       ], or registered assigns, is the registered holder
of warrant(s) evidenced hereby (the “Warrants” and, each, a “Warrant”) to purchase
shares of Class A common stock, $0.0001 par value per share (“Common Stock”), of ExcelFin Acquisition Corp.,
a Delaware corporation (the “Company”). Each whole 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 non-assessable shares
of Common Stock as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant to the
Warrant Agreement, payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the
Warrant Price (or through “cashless exercise” as provided for in the Warrant Agreement) 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 share of Common Stock. No fractional shares will be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company
will, upon exercise, round down to the nearest whole number of the number of shares of Common Stock to be issued to the holder of the
Warrant. The number of shares of Common Stock 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 Warrant Price
per share of Common Stock for any Warrant is equal to $11.50 per share. The Warrant 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 null and 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.


 









    B-1 


     


    

 


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


 


	 	EXCELFIN ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:	                             
	 	 	Title:	 
	 	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 









    B-2 


     


    

 


[REVERSE
OF WARRANT CERTIFICATE]


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common
Stock and are issued or to be issued pursuant to the warrant agreement, dated as of October 20, 2021 (as amended, supplemented or
otherwise modified from time to time, the “Warrant Agreement”), by and between the Company to 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 (or successor warrant agent) (collectively, 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 Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the designated 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 shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the shares of Common Stock is current or (b) the Common Stock to be issued upon exercise may be issued pursuant
to an exemption from registration under the Securities Act, including through “cashless exercise” as provided
for in the Warrant Agreement.


 


The Warrant Agreement provides
that, upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants and the Warrant
Price 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 a share of Common Stock, the Company shall, upon exercise, round down to the nearest
whole number of shares of Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when
surrendered at the designated 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 third party
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 stockholder of the Company.


 









    B-3 


     


    

 


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 [     ] shares of Common Stock
and herewith tenders payment for such shares of Common Stock to the order of ExcelFin Acquisition Corp. (the “Company”)
in the amount of $[     ] in accordance with the terms hereof. The undersigned requests that a certificate for
such shares of Common Stock be registered in the name of [     ], whose address is [     ]
and that such shares of Common Stock be delivered to [     ] whose address is [     ].
If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests
that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of [     ],
whose address is [     ] and that such shares of Common Stock be delivered to [     ]
whose address is [     ].


 


In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(b) of the Warrant Agreement, the
number of shares of Common Stock 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
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock
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
shares of Common Stock. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder
(after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance
of such shares of Common Stock be registered in the name of [     ], whose address is [     ]
and that such shares of Common Stock be delivered to [     ] whose address is [     ].


 


[Signature Page Follows]


 






    B-4 


     


    

 


Date:               ,
202[ ]


 


	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)


 


Signature(s) Guaranteed:


 


	THE SIGNATURE(S) MUST 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 RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).


 






    B-5