Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this “Agreement”)
is made effective as of    , 2022 by and between Excolere Acquisition Corp., a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, No. 333-252946 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of
one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”),
and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A 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; and


 


WHEREAS, the Company has entered into an
Underwriting Agreement (the “Underwriting Agreement”) with UBS Securities LLC, as the Underwriter (the
 “Underwriter”); and


 


WHEREAS, as described in the Prospectus, $178,500,000
of the proceeds of the Offering and sale of the Private Placement Warrants (as defined below) (or $205,275,000 if the Underwriter’s
over-allotment option 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 shares
of Class A 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,
pursuant to the Underwriting Agreement, a portion of the Property equal to $6,125,000, or $7,043,750 if the Underwriter’s
over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that may become payable
by the Company to the Underwriter upon completion of an initial business combination (as defined herein) (the “Deferred Discount”);
and


 


WHEREAS, simultaneously with the Offering, the
Company’s sponsor will purchase 9,750,000 (“Private Placement Warrants”) from the Company for an aggregate
purchase price of $9,750,000 (and additional amounts of Private Placement Warrants from the Company if the Underwriter exercises their
over-allotment option, up to 10,800,000 Private Placement Warrants for an aggregate purchase price of $10,800,000 if the Underwriter’s
over-allotment option is exercised in full); 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 J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that
is reasonably satisfactory to the Company;


 


(b)          
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)          
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 185 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; the Trustee may not invest in any other securities or assets, it being understood
that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder
and the Trustee may earn bank credits or other consideration;


 



    	 	 	 



     


    




 





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


 


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


 


(f)           
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 the tax returns relating to assets held in the Trust Account;


 


(g)          
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;


 


(h)          
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;


 


(i)           
Commence liquidation of the Trust Account only after and promptly after (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 its Chief Executive Officer,
Chief Financial Officer, Secretary or Chairman of the Board of Directors of the Company (the “Board”) or other
authorized officer of the Company, 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 its franchise and income
taxes (and up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), only as directed
in the Termination Letter and the other documents referred to therein, or (y) upon the date which is 18 months after the closing
of the Offering, 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 not previously released to the Company to pay its franchise and income taxes (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 which is 18 months after the closing of the Offering, the Trustee shall keep the Trust Account open until twelve (12)
months following the date the Property has been distributed to the Public Stockholders. It is acknowledged and agreed that there should
be no reduction in the principal amount initially deposited in the Trust Account;


 


(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 C (a “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 franchise or income tax obligations
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, if such distribution is for a tax obligation; 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, 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;


 



    	 	 	 



     


    




 


(k)          
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 “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute
to the remitting brokers on behalf of Public Stockholders redeeming Class A Common Stock the amount required to pay redeemed
Class A Common Stock from Public Stockholders; and


 





(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 the Company’s Chairman of the Board, Chief Executive
Officer, Chief Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i), (j) and
(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 expenses,
including reasonable 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,
fraud 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”).
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.
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. The Company may participate in such action with its own counsel;


 


(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, or on behalf of, 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 merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination involving the Company and one or more businesses (the “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;


 


(e)          
In connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, the Company will not give the
Trustee disbursement instructions which would be prohibited under this Agreement;


 


(f)           
Provide the Underwriter 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;


 



    	 	 	 



     


    




 


(g)          
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;





 


(h)          
Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter
in a form substantially similar to that attached hereto as Exhibit A that the Deferred Discount be paid directly to
the account or accounts directed by the Underwriter prior to any transfer of the funds held in the Trust Account to the Company
or any other person;


 


(i)           
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;


 


(j)           
Within five (5) business days after the Underwriter exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment
option expires, provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred Discount;


 


(k)           
In the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such
refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriter) of the amount
of such income tax refund; and


 


(l)          
If the Company seeks to amend any provisions of its certificate of incorporation that would affect the substance or timing of the
Company’s Public Stockholders’ ability to convert or sell their shares to the Company in connection with a Business
Combination or which would adversely affect the rights of holders of the Class A Common Stock, (in each case, an “Amendment”),
the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of
Exhibit D providing instructions for the distribution of funds to Public Stockholders who exercise their conversion
option in connection with 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 party except for liability arising out of the Trustee’s gross negligence, fraud 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 written 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)          
Change the investment of any Property, other than in compliance with Section 1 hereof;


 


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


 


(f)           
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;


 


(g)          
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, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any 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 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;


 



    	 	 	 



     


    




 


(h)          
Verify the accuracy of the information contained in the Registration Statement;


 


(i)           
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;


 


(j)           
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;


 


(k)          
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, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or


 


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


 


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 (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 by the Company and has agreed to become
subject to the terms of 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).


 


6.            
Miscellaneous.


 


(a)          
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below 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, fraud or willful misconduct, the Trustee shall
not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 



    	 	 	 



     


    







 


(b)          
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. 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.
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)          
This Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof
with the Consent of the Stockholders, it being the specific intention of the parties hereto that each of the Company’s stockholders
is, and shall be, a third party beneficiary of this Section 6(d) with the same right and power to enforce this
Section 6(d) as the other parties hereto. For purposes of this Section 6(d), the “Consent
of the Stockholders” means receipt by the Trustee of a certificate from the inspector of elections of the stockholder
meeting certifying that either (i) the Company’s stockholders of record as of a record date established in accordance
with Section 213(a) of the Delaware General Corporation Law, as amended (or any successor rule), who hold sixty-five
percent (65%) or more of all then outstanding voting power of the Class A Common Stock and Class B common stock, par
value $0.0001 per share (“Class B Common Stock”), of the Company voting together as a single class,
have voted in favor of such change, amendment or modification, or (ii) the Company’s stockholders of record as of the
record date who hold sixty-five percent (65%) or more of all then outstanding voting power of the Class A Common Stock and
Class B Common Stock voting together as a single class, have delivered to such entity a signed writing approving such change,
amendment or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem
his shares of Class A Common Stock in connection with a stockholder vote sought to amend this Agreement. Except for any liability
arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification
from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed
amendment in reliance thereon.


 


(e)          
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.


 


(f)           
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 electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn:     

E-mail:


 


if to the Company, to:


 


Excolere Acquisition Corp.





2029 Century Park East





Suite 400N





Los Angeles, CA 90067


Attn:      Anthony Miller


 



    	 	 	 



     


    




 


in each case, with copies to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, New York 10105

Attn: Douglas S. Ellenoff, Esq. 

Telephone: (212) 370-1300


 


and


 


UBS Securities LLC





1285 Avenue of The Americas





New York NY 10019

Attn: General Counsel


 


and


 


Matthew Pacey, P.C.





Kirkland & Ellis LLP





609 Main Street





Houston, Texas 77002





Tel: (713) 836-3600


 


and


 


Christian O. Nagler





Kirkland & Ellis LLP





601 Lexington Avenue





New York, New York 10022





Telephone: (212) 446-4800


 


(g)          
No party to this Agreement may assign its rights or delegate its obligations hereunder without the prior consent of the other person
or entity.


 


(h)          
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.


 


(i)           
This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(j)           
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(k)          
Each of the Company and the Trustee hereby acknowledges and agrees that the Underwriter are a third party beneficiary of this Agreement.


 








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


 


[Signature Page Follows]


 






    	 	 	 



     


    

 





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


 


	 	CONTINENTAL STOCK TRANSFER &
	 	TRUST COMPANY, as Trustee



 


	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	EXCOLERE ACQUISITION CORP.



 


	 	By:	 
	 	 	Name: Anthony Miller
	 	 	Title: Chief Executive Officer


 


[Signature Page to Investment Management
Trust Agreement]





 



    	 	 	 



     


    




 


[SCHEDULE A]


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of the Offering by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), (j) and (k)	 	Billed company following disbursement made to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and Section 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and Section 1(k)	 	Prevailing rates	 


 



    	 	 	 



     


    




 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn:


 


Re: Trust Account No.                
Termination Letter


 


Dear     :


 


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Excolere Acquisition Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [•], 2022 (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 the Target Business (the “Business
Combination”) on or about [insert date].  The Company shall notify you at least seventy-two (72) hours in advance of
the actual date 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, and to transfer the proceeds
into the trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of 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 operating account at J.P.
Morgan Chase Bank, N.A. 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
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) a certificate of the Chief Executive Officer, which verifies that the Business
Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) joint written instruction
signed by the Company and UBS Securities LLC with respect to the transfer of the funds held in the Trust Account, including payment
of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount
to the Underwriter from 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,
	 	 
	 	EXCOLERE ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 





cc:          
UBS Securities LLC


 



    	 	 	 



     


    




 


 


EXHIBIT B





 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn:


 


Re: Trust Account No.             
Termination Letter


 


Dear        :


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Excolere Acquisition Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [•], 2022 (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 Prospectus 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    , 202   and to transfer the
total proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders. 
The Company has selected [   ] as the effective date for the purpose of determining when the Public Stockholders will be entitled
to receive their share of the liquidation proceeds.  It is acknowledged that no interest will be earned by the Company on the liquidation
proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of record and, in your separate capacity as
Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust
Agreement and the Amended and Restated Certificate of Incorporation of 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, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	EXCOLERE ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:          
UBS Securities LLC


 



    	 	 	 



     


    




 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn:


 


Re: Trust Account No.                      
Tax Payment Withdrawal Instruction


 


Dear      :


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between Excolere Acquisition Corp. (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of [•], 2022 (“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,
	 	 
	 	EXCOLERE ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:          
UBS Securities LLC


 



    	 	 	 



     


    




 


EXHIBIT D


 





[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn:


 


Re:         
Trust Account No.                  
Shareholder Redemption Withdrawal Instruction


 


Dear    :


 


Reference
is made to the Investment Management Trust Agreement between Excolere Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [·],
2022 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed
to them in the Trust Agreement.


 


Pursuant to Section 1(k) of the
Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the
Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[·]
of the proceeds of the Trust Account to the trust operating account at J.P. Morgan Chase Bank, N.A. for distribution to the stockholders
that have requested conversion of their shares in connection with such Amendment.


 


	 	Very truly yours,
	 	 
	 	EXCOLERE ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:          
UBS Securities LLC