Exhibit 10.1


 


THIS PROMISSORY NOTE (THIS “NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO EXCELFIN ACQUISITION CORP. THAT SUCH REGISTRATION
IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal
Amount: Up to $300,000     
	Dated as of March 15, 2021



 


FOR VALUE RECEIVED and subject
to the terms and conditions set forth herein, ExcelFin Acquisition Corp., a Delaware corporation (“Maker”), promises
to pay to, or order to pay to, ExcelFin SPAC LLC, a Delaware limited liability company (“Payee”), the principal sum
of Three Hundred Thousand Dollars ($300,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid
under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described
below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by
Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.


 


1.            Principal.
The entire unpaid principal balance of this Note shall be due and payable in full on the earlier of: (i) December 31, 2021,
and (ii) the date on which Maker consummates an initial public offering of its securities (such earlier date of (i) and (ii),
the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). The principal
balance may be prepaid at any time by Maker, at its election and without penalty. Under no circumstances shall any individual, including
but not limited to any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities
of Maker hereunder.


 


2.            Drawdown
Requests. Maker and Payee agree that Maker may request, from time to time, up to Three Hundred
Thousand Dollars ($300,000) in draw downs under this Note to be used for costs and expenses related to Maker’s proposed initial
public offering of its securities (the “IPO”), including its formation. The principal of this Note may be drawn down
from time to time prior to the Maturity Date upon request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown
Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon
by Maker and Payee. Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request;
provided, however, that the maximum principal amount of drawdowns outstanding under this Note at any time may not exceed
Three Hundred Thousand Dollars ($300,000). No fees, payments or other amounts shall be due to Payee in connection with, or as a result
of, any Drawdown Request by Maker.


 


3.            Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 


4.           Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in
the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in
full of any late charges and finally to the reduction of the unpaid principal balance of this Note.


 






     


     


    

 


5.            Events
of Default. The following shall constitute an event of default (“Event of Default”):


 


(a)            Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note on the Maturity Date.


 


(b)            Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for
the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.


 


(c)            Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an
involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.


 


6.            Remedies.


 


(a)            Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this
Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)            Upon
the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on
the part of Payee.


 


7.            Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the
terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or
personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that
may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such
writ in whole or in part in any order desired by Payee.


 






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8.            Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance,
default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability
of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted
or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee
with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may
become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


9.            Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be in writing and delivered (i) personally
or sent by first class registered or certified mail, overnight courier service to the address most recently provided to such party or
such other address as may be designated in writing by the other party, (ii) by facsimile to the number most recently provided to
such party or fax number as may be designated in writing by the other party or (iii) by electronic mail (including .pdf), to the
electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by
the other party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered
personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic mail, one (1) business
day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


10.           Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK.


 


11.          Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.


 


12.           Trust
Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right,
title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established
in which proceeds of the IPO (including the deferred underwriting discounts and commissions) and proceeds of the sale of the warrants
issued in a private placement to occur in connection with the IPO are to be deposited, as described in greater detail in the registration
statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to
seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.


 


13.           Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with,
the written consent of Maker and Payee.


 


14.           Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or
otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall
be void.


 






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IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as
of the day and year first above written.


 





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



 


Agreed and acknowledged:


 


EXCELFIN SPAC LLC


 





	By:	 	 
	 	Name: Brian Sun	 
	 	Title: Authorized Person	 
	 	 



 


[Signature Page to Promissory
Note]