Exhibit 10.7


 


Execution Version


 


FORWARD
PURCHASE AGREEMENT


 


This Forward
Purchase Agreement (this “Agreement”) is entered into as of October 20, 2021, by and between ExcelFin
Acquisition Corp., a blank check company incorporated as a Delaware corporation (the “Company”), and Fin VC
Constellation, LLC and Grand Fortune Capital LLC (each individually, a “Purchaser” and collectively, the “Purchasers”).


 


Recitals


 


WHEREAS,
the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities (a “Business Combination”);


 


WHEREAS,
the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement
on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”)
of 20,000,000 Units (or 23,000,000 if the underwriters’ over-allotment option (the “IPO Option”) is exercised
in full) (the “Public Units”) at a price of $10.00 per Public Unit, each Public Unit comprised of one share
of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Shares,” and
the Class A Shares included in the Public Units, the “Public Shares”), and one-half of one redeemable
warrant, where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share
(the “Warrants,” and the Warrants included in the Public Units, the “Public Warrants”);


 


WHEREAS,
the Company’s sponsor, ExcelFin SPAC LLC, a Delaware limited liability company (“Sponsor”), has agreed
to purchase an aggregate of 10,500,000 private placement warrants (or 11,700,000 private placement warrants if the IPO Option is exercised
in full) at a price of $1.00 per whole warrant in a private placement that will close contemporaneously with the closing of the IPO (the
 “Private Placement Warrants”);


 


WHEREAS,
following the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business
Combination;


 


WHEREAS,
the parties wish to enter into this Agreement, pursuant to which concurrently with the closing of the Company’s initial Business
Combination (the “Business Combination Closing”), the Company shall issue and sell to the Purchasers, and the
Purchasers shall purchase from the Company, on a private placement basis, the number of units (the “Forward Purchase Units”)
determined pursuant to Sections 1(a)(ii), (iii) and (iv) hereof, each comprised of one Class A Share (each, a “Forward
Purchase Share”) and one-half of one warrant (each, a “Forward Purchase Warrant”),
on the terms and conditions set forth herein (the Forward Purchase Units, the Forward Purchase Shares, the Forward Purchase Warrants
underlying the Forward Purchase Units and the Class A Shares underlying the Forward Purchase Warrants, the “Forward
Purchase Securities”);


 


WHEREAS,
proceeds from the IPO and the sale of the Private Placement Warrants in an aggregate amount equal to 102% of the gross proceeds from
the IPO will be deposited into a trust account for the benefit of the holders of the Public Shares (the “Trust Account”),
as described in the Registration Statement; and


 


WHEREAS,
the amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity
or debt financing obtained by the Company in connection with the Business Combination (the “Available Cash”),
together with the proceeds from the sale of the Forward Purchase Units, will be used to satisfy the cash requirements of the Business
Combination, including funding the purchase price and paying expenses and retaining amounts specified in the definitive agreement for
the Business Combination (the “Definitive Agreement”) to be retained for use by the post-Business Combination
company for working capital or other purposes (the “Cash Requirements”);


 






    


     


    




 


NOW, THEREFORE,
in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good
and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


Agreement


 


1. Sale
and Purchase.


 


(a) Forward
Purchase Units.


 


(i) Subject
to Sections 1(a)(ii), (iii) and (iv), the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from
the Company, up to a maximum of 6,500,000 Forward Purchase Units (the “Maximum Units”) for a purchase price
of $10.00 per Forward Purchase Unit (the “Forward Purchase Price”), or up to a maximum of $65,000,000 in the
aggregate. Each Forward Purchase Warrant will have the same terms as each Private Placement Warrant, and will be subject to the terms
and conditions of the Private Placement Warrant Agreement to be entered into between the Company and Continental Stock Transfer &
Trust Company, as Warrant Agent, in connection with the IPO, mutatis mutandis. The obligations of each Purchaser hereunder shall be several
and not joint. Fin VC Constellation, LLC shall be obligated to purchase 33-1/3% of the Forward Purchase Units and Grand Fortune Capital
LLC shall be obligated to purchase 66-2/3% of the Forward Purchase Units.


 


(ii) The
number of Forward Purchase Units to be issued and sold by the Company and purchased by the Purchasers hereunder shall be determined as
follows:


 


(A) As
soon as reasonably practicable, but in no event less than ten (10) Business Days prior to the Company’s entry into the Definitive
Agreement, the Company shall provide the Purchasers with notice (the “Initial Company Notice”) of the number
of Forward Purchase Units that it desires the Purchasers to purchase pursuant to this Agreement, which shall be equal to its good faith
estimate of that number which, after payment of the aggregate Forward Purchase Price by the Purchasers, will result in gross proceeds
to the Company equal to the amount of funds necessary for the Company to satisfy the Cash Requirements less the Available Cash; provided,
however, that such number shall in no event exceed the Maximum Units. Following delivery of the Initial Company Notice, the Company shall
provide the Purchasers with such other information as the Purchasers (or any applicable Transferee pursuant to Section 4(b) hereof)
may reasonably request so that each Purchaser (or such Transferee) may seek the approval of its investment committee to consummate the
purchase of the Forward Purchase Units hereunder.


 


(B) Within
five (5) Business Days after receipt of the Initial Company Notice, each Purchaser shall provide the Company with notice (the “Initial
Purchaser Notice”) of the decision of its investment committee as to the maximum number of Forward Purchase Units it wishes
to purchase pursuant to this Agreement, if any, which shall not exceed its pro rata portion of the Maximum Units, which notice shall
constitute the binding obligation of such Purchaser to purchase such number of Forward Purchase Units, subject to the terms and conditions
of this Agreement.


 


(iii) At
least two (2) Business Days before the Business Combination Closing, the Company shall provide each Purchaser with an updated notice
(the “Final Company Notice”) including:


 


(A) its
determination, based on the actual number of Public Shares validly submitted for redemption or other changes in the Cash Requirements,
of the number of Forward Purchase Units that it requires such Purchaser to purchase pursuant to this Agreement;


 


(B) the
anticipated date of the Business Combination Closing; and


 


(C) instructions
for wiring the Forward Purchase Price.


 


(iv) In
the event that any Definitive Agreement is terminated or the transaction contemplated thereby is abandoned, the procedures completed
pursuant to clause (ii) and (iii) above to determine the number of Forward Purchase Units to be purchased by such Purchaser
in connection with such Definitive Agreement shall be disregarded and the provisions of clause (ii) and clause (iii) above
must be separately completed for each Definitive Agreement entered into by the Company.


 






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(v) The
closing of the sale of Forward Purchase Units (the “Forward Closing”) shall be held on the same date and concurrently
with the Business Combination Closing (such date being referred to as the “Forward Closing Date”). At least
one (1) Business Day prior to the Forward Closing Date, each Purchaser shall deliver to the Company the Forward Purchase Price for
its Forward Purchase Units by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in
such notice to be held in escrow until the Forward Closing. Immediately prior to the Forward Closing on the Forward Closing Date, (i) the
Forward Purchase Price shall be released from escrow automatically and without further action by the Company or either Purchaser, and
(ii) upon such release, the Company shall issue the applicable Forward Purchase Units to each Purchaser in book-entry form, free
and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered
in the name of the appropriate Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated
by such Purchaser, as applicable. In the event the Business Combination Closing does not occur within five (5) Business Days of
the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than one (1) Business
Day thereafter) return the Forward Purchase Price to the Purchasers. For purposes of this Agreement, “Business Day”
means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally
authorized or required by law or regulation to close in the City of New York, New York.


 


(b) Legends.
Each register and book entry for the Forward Purchase Securities shall contain a notation, and each certificate (if any) evidencing the
Forward Purchase Securities shall be stamped or otherwise imprinted with a legend, in substantially the following form:


 


“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND BETWEEN THE HOLDER
AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”


 


2. Representations
and Warranties of each Purchaser. Each Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a) Organization
and Power. Such Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation
and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b) Authorization.
Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by such Purchaser,
will constitute the valid and legally binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its
terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other
laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable remedies, or (iii) to the extent the indemnification
provisions contained in the Registration Rights (as defined below) may be limited by applicable federal or state securities laws.(c) Governmental
Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing
with, any federal, state or local governmental authority is required on the part of such Purchaser in connection with the consummation
of the transactions contemplated by this Agreement.


 


(d) Compliance
with Other Instruments. The execution, delivery and performance by such Purchaser of this Agreement and the consummation by such
Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of
its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound,
(iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement,
contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or
regulation applicable to such Purchaser, in each case (other than clause (i)), which would have a material adverse effect on such Purchaser
or its ability to consummate the transactions contemplated by this Agreement.


 






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(e) Purchase
Entirely for Own Account. This Agreement is made with such Purchaser in reliance upon such Purchaser’s representations to the
Company, which by such Purchaser’s execution of this Agreement, such Purchaser hereby confirms, that the Forward Purchase Securities
to be acquired by such Purchaser will be acquired for investment for such Purchaser’s own account, not as a nominee or agent, and
not with a view to the resale or distribution of any part thereof in violation of any state or federal securities laws, and that such
Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law.
By executing this Agreement, such Purchaser further represents that such Purchaser does not presently have any contract, undertaking,
agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect
to any of the Forward Purchase Securities. For purposes of this Agreement, “Person” means an individual, a
limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or
any government or any department or agency thereof.


 


(f) Disclosure
of Information. Such Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and
the terms and conditions of the offering of the Forward Purchase Units, as well as the terms of the Company’s proposed IPO, with
the Company’s management.


 


(g) Restricted
Securities. Such Purchaser understands that the offer and sale of the Forward Purchase Units to such Purchaser has not been, and
will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a
specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature
of the investment intent and the accuracy of such Purchaser’s representations as expressed herein. Such Purchaser understands that
the Forward Purchase Securities are “restricted securities” under applicable U.S. federal and state securities laws and that,
pursuant to these laws, such Purchaser must hold the Forward Purchase Securities indefinitely unless they are registered with the SEC
and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Such Purchaser
acknowledges that the Company has no obligation to register or qualify the Forward Purchase Securities, or any Class A Shares into
which the Forward Purchase Securities may be converted or exercised, for resale, except for the Registration Rights. Such Purchaser further
acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including,
but not limited to, the time and manner of sale, the holding period for the Forward Purchase Securities, and on requirements relating
to the Company which are outside of such Purchaser’s control, and which the Company is under no obligation and may not be able
to satisfy.


 


(h) No
Public Market. Such Purchaser understands that no public market now exists for the Forward Purchase Securities, and that the Company
has made no assurances that a public market will ever exist for the Forward Purchase Securities.


 


(j) Accredited
Investor. Such Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act.


 


3. Representations
and Warranties of the Company. The Company represents and warrants to the Purchasers as follows:


 


(a) Incorporation
and Corporate Power. The Company is a blank check company incorporated as a Cayman Islands exempted company and has all requisite
corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company has no subsidiaries.


 


(b) Capitalization.
On the date hereof, the authorized share capital of the Company consists of:


 


(i) 200,000,000
shares of Class A common stock, par value $0.0001, none of which are issued and outstanding.


 






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(ii) 50,000,000
shares of Class B common stock, par value $0.0001 per share (the “Class B Shares”), 5,750,000 of
which are issued and outstanding. All of the outstanding Class B Shares have been duly authorized, are fully paid and nonassessable
and were issued in compliance with all applicable federal and state securities laws.


 





(iii) 1,000,000
shares of preferred stock, par value $0.0001 per share, none of which are issued and outstanding.


 


(c) Authorization.
All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the Company
to enter into this Agreement, and to issue the Forward Purchase Securities at the Forward Closing, and the securities issuable upon exercise
of the Forward Purchase Warrants, has been taken or will be taken prior to the Forward Closing. All action on the part of the shareholders,
directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations
of the Company under this Agreement to be performed as of the Forward Closing, and the issuance and delivery of the Forward Purchase
Securities and the securities issuable upon exercise of the Forward Purchase Warrants has been taken or will be taken prior to the Forward
Closing. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the
Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable
federal or state securities laws.


 


(d) Valid
Issuance of Securities. The Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the
consideration set forth in this Agreement, and the securities issuable upon exercise of the Forward Purchase Warrants, when issued in
accordance with the terms of the Forward Purchase Warrants and this Agreement, will be validly issued, fully paid and nonassessable,
as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof
and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities
laws and liens or encumbrances created by or imposed by a Purchaser. Assuming the accuracy of the representations of the Purchasers in
this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Securities will be issued in
compliance with all applicable federal and state securities laws.


 


(e) Governmental
Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchasers in this Agreement, no consent,
approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local
governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by
this Agreement, except pursuant to the Registration Rights.


 


(f) Compliance
with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
by this Agreement will not result in any violation or default (i) of any provisions of the Company’s certificate of incorporation,
as it may be amended from time to time (the “Charter”), bylaws or other governing documents of the Company,
(ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound, (iii) under
any note, indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement, contract
or purchase order to which the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or
regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company
or its ability to consummate the transactions contemplated by this Agreement.


 


(g) Operations.
As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other
than organizational activities and activities in connection with offerings of its securities.


 






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4. Registration
Rights; Transfer


 


(a) Registration
Rights. The Purchasers shall be granted registration rights by the Company with respect to the Forward Purchase Securities underlying
the Forward Purchase Units pursuant to a registration rights agreement to be entered into with the Company, the Purchasers and the holders
of shares issued to the sellers in the initial business combination (the “Registration Rights”).


 





(b) Transfer.
This Agreement and all of the Purchasers’ rights and obligations hereunder (including the Purchasers’ obligation to purchase
the Forward Purchase Units) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more affiliates
of a Purchaser (each such transferee, a “Transferee”). Upon any such assignment:


 


(i) the
applicable Transferee shall execute a signature page to this Agreement, substantially in the form of the Purchasers’ signature
page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase Units to be
purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall
have all the same rights and obligations of a Purchaser hereunder with respect to the Transferee Securities, and references herein to
the “Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee
and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of such Purchaser and any
such Transferee shall be several and not joint and shall be made as to such Purchaser or any such Transferee, as applicable, as to itself
only; and


 


(ii) upon
a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Units to be purchased by the applicable
Purchaser hereunder shall be reduced by the total number of Forward Purchase Units to be purchased by the applicable Transferee pursuant
to the applicable Joinder Agreement, which reduction shall be evidenced by the applicable Purchaser and the Company amending Schedule
A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Units” and “Aggregate Purchase
Price for Forward Purchase Units” on such Purchaser’s signature page hereto to reflect such reduced number of Forward
Purchase Units, and such Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities
hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the applicable
Purchaser’s signature page hereto need be so amended and updated and executed by each of the applicable Purchaser and the
Company upon the occurrence of any such transfer of Transferee Securities.


 


5. Additional
Agreements, Acknowledgements and Waivers of the Purchasers.


 


(a) Lock-up; Transfer
Restrictions. Each Purchaser agrees that it shall not Transfer any Forward Purchase Units (or the Forward Purchase Shares and Forward
Purchase Warrants, including the Class A Shares issued or issuable upon the exercise of any such Forward Purchase Warrants) until
30 days after the completion of the initial Business Combination. Notwithstanding the foregoing, Transfers of the Forward Purchase Units
(and the underlying Class A Shares and Warrants, including the Class A Shares issued or issuable upon the exercise of any such
warrants) are permitted (any such transferees, the “Permitted Transferees”): (A) to the Company’s
officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of such Purchaser,
or any affiliates of such Purchaser; (B) in the case of an individual, by gift to a member of the individual’s immediate family
or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to
a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;
(D) in the case of an individual, pursuant to a qualified domestic relations order; (E) by private sales or transfers made
in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s
Business Combination at prices no greater than the price at which the securities were originally purchased; (F) by virtue of the
Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (G) to the Company for no value for cancellation
in connection with the consummation of the Company’s initial Business Combination; (H) in the event of the Company’s
liquidation prior to the completion of the Company’s Business Combination; or (I) in the event of the Company’s liquidation,
merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange
their Class A Shares for cash, securities or other property subsequent to the completion of the Company’s Business Combination;
(J) as a distribution to limited partners, members or shareholders of such Purchaser; (K) to such Purchaser’s affiliates,
to any investment fund or other entity controlled or managed by such Purchaser or any of its affiliates, or to any investment manager
or investment advisor of such Purchaser or an affiliate of any such investment manager or investment advisor; (L) to a nominee or
custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (K) above;
(M) to such Purchaser or any Transferee hereunder; (N) by virtue of the laws of such Purchaser’s jurisdiction of formation
or its organizational documents upon dissolution of such Purchaser; and (O) pursuant to an order of a court or regulatory agency;
provided, however, that in the case of clauses (A) through (F) and (J) through (N), these Permitted Transferees must enter
into a written agreement agreeing to be bound by these transfer restrictions. “Transfer” shall mean the (x) sale
or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose
of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with
respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Forward Purchase Securities
(excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements),
(y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of any of the Forward Purchase Securities, whether any such transaction is to be settled by delivery of such Forward Purchase
Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or
(y).


 






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(b) Trust
Account.


 


(i) Each
Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public shareholders
upon the IPO Closing. Each Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of
any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company,
except for redemption and liquidation rights, if any, such Purchaser may have in respect of any Public Shares held by it.


 


(ii) Each
Purchaser hereby agrees that it shall have 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, except for redemption and liquidation rights, if any, such Purchaser may have in respect of any Public
Shares held by it. In the event a Purchaser has any Claim against the Company under this Agreement, such Purchaser 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,
except for redemption and liquidation rights, if any, such Purchaser may have in respect of any Public Shares held by it.


 


6. NASDAQ
Listing. The Company will use commercially reasonable efforts to effect the listing of the Class A Shares and Public Warrants
on the Nasdaq Global Market (the “NASDAQ”) (or another national securities exchange) at the time of the Business
Combination Closing.


 


7. Forward
Closing Conditions.


 


(a) The
obligation of each Purchaser to purchase the Forward Purchase Units at the Forward Closing under this Agreement shall be subject to the
fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable
laws, may be waived by such Purchaser:


 


(i) The
Business Combination shall be consummated substantially concurrently with the purchase of the Forward Purchase Units;


 


(ii) Such
Purchaser and any applicable Transferee shall have obtained the approval of its respective investment committee to consummate the purchase
of the Forward Purchase Units hereunder as contemplated by Section 1(a)(ii) hereof;


 


(iii) The
representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and
correct as of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as though
such representations and warranties had been made on and as of such date (other than any such representation or warranty that is made
by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to be so true
and correct would not have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this
Agreement;


 






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(iv) The
Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Forward Closing; and


 





(v) No
order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or
administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be
in effect, preventing the purchase by such Purchaser of the Forward Purchase Units.


 


(b) The
obligation of the Company to sell the Forward Purchase Units at the Forward Closing under this Agreement shall be subject
to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by
applicable laws, may be waived by the Company:


 


(i) The
Business Combination shall be consummated substantially concurrently with the purchase of Forward Purchase Units;


 


(ii) The
representations and warranties of each Purchaser set forth in Section 2 of this Agreement shall have been true
and correct as of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same effect as
though such representations and warranties had been made on and as of such date (other than any such representation or warranty that
is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure to
be so true and correct would not have a material adverse effect on such Purchaser or its ability to consummate the transactions contemplated
by this Agreement;


 


(iii) Each
Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by such Purchaser at or prior to the Forward Closing; and


 


(iv) No
order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or
administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition shall be
in effect, preventing the purchase by either Purchaser of the Forward Purchase Units.


 


8. Termination.
This Agreement may be terminated at any time prior to the Forward Closing:


 


(a) by
mutual written consent of the Company and either Purchaser (as to itself);


 


(b) automatically


 


(i) if
the IPO is not consummated on or prior to twelve months from the date of this Agreement; or


 


(ii) if
the Business Combination is not consummated within 24 months from the closing of the IPO, or such later date as may be approved by the
Company’s shareholders.


 


In the
event of any termination of this Agreement pursuant to this Section 8, the Forward Purchase Price (and interest thereon,
if any), if previously paid, and all Purchaser’s funds paid in connection herewith shall be promptly returned to such Purchaser,
and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of such Purchaser
or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations
of each party shall cease; provided, however, that nothing contained in this Section 8 shall relieve either party from liabilities
or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements
contained in this Agreement.


 






    8


     


    

 


9. General
Provisions.


 


(a) Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given
upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic
mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s
next Business Day, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid,
specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to:
ExcelFin Acquisition Corp., 473 Jackson St., Suite 300, San Francisco, CA 94111: Attn: Chief Executive Officer.


 





All communications
to a Purchaser shall be sent to such Purchaser’s address as set forth on the signature page hereof, or to such e-mail address,
facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 9(a).


 


(b) No
Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection
with this transaction. Each Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against
such liability or asserted liability) for which such Purchaser or any of its officers, employees or representatives is responsible. The
Company agrees to indemnify and hold harmless each Purchaser from any liability for any commission or compensation in the nature of a
finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability
or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.


 


(c) Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the Forward Closing.


 


(d) Entire
Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced
herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all
prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any
way to the subject matter hereof or the transactions contemplated hereby.


 


(e) Successors.
All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to
the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f) Assignments.
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other party.


 


(g) Counterparts.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute
one and the same instrument.


 


(h) Headings.
The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation
of this Agreement.


 


(i) Governing
Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of
New York, without giving effect to its choice of laws principles.


 


(j) Jurisdiction.
The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction
of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising
out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon
this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby
waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that
it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or
execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding
is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 






    9


     


    

 





(k) Waiver
of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement
and the transactions contemplated hereby.


 


(l) Amendments.
This Agreement may not be amended, modified or waived as to any particular provision except with the prior written consent of the Company
and the Purchaser affected by such amendment.


 


(m) Severability.
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the
validity or enforceability of the other provisions hereof; provided, that if any provision of this Agreement, as applied to any party
hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with
its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the
power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words
or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


(n) Expenses.
Each of the Company and each Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and
performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents,
representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent;
stamp taxes and all of The Depository Trust Company’s fees associated with the issuance of the Forward Purchase Securities and
the securities issuable upon conversion or exercise of the Forward Purchase Securities.


 


(o) Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent
or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of
proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference
to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed
to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context
otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,”
and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The
parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party
hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation,
warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has
not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or
covenant.


 


(p) Waiver.
No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or
not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect
in any way any rights arising because of any prior or subsequent occurrence.


 


(q) Specific
Performance. Each Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement was not performed
by such Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms hereof,
in addition to any other remedy at law or equity.


 






    10


     


    

 





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


 


	PURCHASERS:

     

    Fin VC Constellation,
    LLC
	 
	 	 	 
	By:	/s/ Logan Allin	 
	 	Name: Logan Allin	 
	 	Title:   CEO	 


 


Grand
Fortune Capital LLC


 


	By:	/s/ Brian Sun	 
	 	Name: Brian Sun	 
	 	Title:   Managing Director	 


 


 


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



 


[Signature
Page to Forward Purchase Agreement]


 






    


     


    

 


TO BE EXECUTED UPON ANY ASSIGNMENT
AND/OR REVISION IN ACCORDANCE WITH THIS AGREEMENT TO “NUMBER OF FORWARD PURCHASE UNITS” AND “AGGREGATE PURCHASE PRICE
FOR FORWARD PURCHASE UNITS” SET FORTH BELOW


 


Number
of Forward Purchase Units:


 


Aggregate
Purchase Price for Forward Purchase Units: $


 


Number of Forward Purchase Units
and Aggregate Purchase Price for Forward Purchase Units as of         , 2021, accepted and
agreed to as of this day of         , 2021.


 


	 	PURCHASER
	 	 	 
	 	By:	 
	 	Name:	[        ]
	 	Title:	[        ]


 


	 	EXCELFIN ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 


[Signature
Page to Forward Purchase Agreement]


 






    


     


    

 


SCHEDULE
A


 


SCHEDULE
OF TRANSFERS OF FORWARD PURCHASE UNITS


 


The following transfers of a
portion of the original number of Forward Purchase Units have been made:


 


	Date
                                            of Transfer
	 	Transferee	 	Number
    of 

    Forward
 Purchase 

    Units
 Transferred	 	Purchaser
    

    Revised
 Forward 

    Purchase
 Units
 Amount
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 





[Signature
Page to Forward Purchase Agreement]


 









    


     


    

 


TO BE EXECUTED UPON ANY ASSIGNMENT
OR FINAL DETERMINATION OF FORWARD PURCHASE UNITS:


 


Schedule A as of         ,
202[    ], accepted and agreed to as of this day of         , 202[    ]
by:


 


	[            ]	 	EXCELFIN
    ACQUISITION CORP.
	 	 	 	 	 
	By:	 	 	 	 
	Name:		 	By:	         
	Title:		 	Name:	 
	 	 	 	Title:	 


 


[Signature
Page to Forward Purchase Agreement]