Exhibit 10.9


 


FORWARD PURCHASE AGREEMENT


 


This Forward Purchase Agreement (this “Agreement”)
is entered into as of __________, 2021, by and between ExcelFin Acquisition Corp., a blank check company incorporated as a Delaware corporation
(the “Company”), and _______________ and _______________ (each individually, a “Purchaser”
and collectively, the “Purchasers”).


 


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”);


 






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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. _______________ shall be obligated to purchase __%
of the Forward Purchase Units and _______________ shall be obligated to purchase __% 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.


 






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(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.


 


(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 Capital 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.


 






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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., __________________.


 


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.


 






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(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.


 


(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.


 


[Signature Page Follows]





 



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


 


	
    PURCHASERS:

     

    PURCHASER 1
	 
	 	 
	By:	 	 	 
	 	 	Name: 	 
	 	 	Title:   	 


 


PURCHASER 2


 


	
     

    By:
	 	 	 
	 	 	Name: 	 
	 	 	Title:   	 
	 	 


 


	COMPANY:	 
	 	 
	EXCELFIN ACQUISITION CORP.	 
	 	 	 
	By:	 	 	 
	 	 	Name: 	 
	 	 	Title:   	 


 


[Signature Page to Forward Purchase Agreement]


 



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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:	 



 



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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


 






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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:	 


 



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