Exhibit 10.3 


 


FORM OF INVESTMENT MANAGEMENT


TRUST AGREEMENT


 


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


 


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


 


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


 


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


 


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


 


NOW THEREFORE, IT IS AGREED:


 


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




 


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


 


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


 


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


 


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


 






    1 


     


    

 





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


 


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


 


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


 


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


 


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


 


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


 






    2 


     


    

 


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


 


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


 


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




 


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


 


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


 


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


 


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


 






    3 


     


    

 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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




 


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


 


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


 


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


 


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





 






    4 


     


    

 


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


 


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


 


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


 


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


 


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


 


 5. Termination. This Agreement shall terminate as follows:




 


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


 


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


 


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


 


6. Miscellaneous.




 


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


 






    5 


     


    

 


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


 


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


 


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


 


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


 


if to the Trustee, to:


 


U.S. Bank National Association


190 S. LaSalle, Chicago, IL 60603


Grace A. Gorka, CCTS


Vice President | Trust Manager | Global Corporate Trust


p. 312.332-6772


grace.gorka@usbank.com


 


and to:


 


U.S. Bank National Association


Trust Finance Management


60 Livingston Ave, St Paul, MN 55107


Russel Otzenberger, TFM Analyst


p. 651.466-6101


russel.otzenberger@usbank.com


 


 


if to the Company, to:


 


ExcelFin Acquisition Corp.


473 Jackson St., Suite 300


San Francisco, CA 94111


Attn: Logan Allin


Tel:


Email:


 






    6 


     


    

 


in each case, with copies to:


 


Shearman & Sterling LLP

Bank of America Tower

800 Capitol Street, Suite 2200

Houston, Texas 77002

Attn: William B. Nelson


Email: Bill.Nelson@Shearman.com


 


and


 


UBS Securities LLC


1285 Avenue of the Americas


New York, New York 10019


Attn:


E-mail:


 


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


 


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


 


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


 


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


 


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


 






    7 


     


    

 


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


 


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


 


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


 


[Signature
Page Follows]





 






    8 


     


    

 


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


 


	 	COMPANY:
	 	ExcelFin Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:	Logan Allin
	 	 	Title:	Chief Executive Officer
	 	 
	 	TRUSTEE:
	 	U.S Bank National Association,
	 	as Trustee
	 	 
	 	By:	 
	 	 	Name:	Grace A. Gorka
	 	 	Title:	Vice President




 






    9 


     


    

 


SCHEDULE A


Trustee Fee Schedule


 


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

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

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

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

     
	      If
    applicable
	04200	Annual Trustee Fee:

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

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

     
	$150
    ea.
	 	 	 
	 	Direct Out of Pocket Expenses	At Cost
	 	Reimbursement
    of expenses associated with the performance of our duties, including but not limited to publications, legal counsel after the initial
    close, travel expenses and filing fees.	 
	 	 	 
	 	Extraordinary Services:	 
	 	Extraordinary Administration
    Services ("EAS") are duties, responsibilities or activities not expected to be provided by the trustee or agent at the
    outset of the transaction, not routine or customary, and/or not incurred in the ordinary course of business, and may require analysis
    or interpretation. Billing for fees and expenses related to EAS is appropriate in instances where particular inquiries, events or
    developments are unexpected, even if the possibility of such circumstances could have been identified at the inception of the transaction,
    or as changes in law, procedures, or the cost of doing business demand. At our option, EAS may be charged on an hourly (time expended
    multiplied by current hourly rate), flat or special fee basis at such rates or in such amounts in effect at the time of such services,
    which may be modified by us in our sole and reasonable discretion from time to time.

     

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

     

    General:

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

     

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



 






    10 


     


    

 


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

               


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


	 


 


		 	Waived 	 
	Initial
    acceptance fee	 $	                  	 
	Annual
    fee	 	 	 







 






    11 


     


    

 


EXHIBIT A


 


[Letterhead of Company] [Insert date]


 


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




 


	 	Re:	ExcelFin Acquisition Corp, Trust Account No.



Termination Letter due to consummation of business
combination with Target Business


 


Ladies and Gentlemen:


 


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


 


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


 


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


 


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


 


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




 


	[       
    ] By:	 
	Name:	 
	Title:
    cc:	 




 






    12 


     


    

 


EXHIBIT B


 


[Letterhead of Company] [Insert date]


 


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




 


		Re:	ExcelFin Acquisition Corp, Trust Account No.



Termination Letter due to inability to effect
a business combination with a Target Business


 


Ladies and Gentlemen:


 


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


 


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


 


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




 


cc: [       ]


 



    13 


     


    







 


EXHIBIT C


 


[Letterhead of Company] [Insert date]


 


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




 


 


		Re:	ExcelFin Acquisition Corp. Trust Account No:



Tax Payment Withdrawal Instruction


 


Ladies and Gentlemen:


 


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


 


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


 


[WIRE INSTRUCTION INFORMATION]


 


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




 


cc: [     ]


 






    14 


     


    

 


EXHIBIT D


 


[Letterhead of Company] [Insert date]


 


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




 


		Re:	ExcelFin Acquisition Corp. Trust Account No:



Stockholder Redemption Withdrawal
Instruction


 


Ladies and Gentlemen:


 


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


 


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


 


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




cc: [       ]


 






    15