0001104659-21-129843 Sample Contracts

INDEMNITY AGREEMENT October 20, 2021
Indemnity Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 20, 2021, by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT October 20, 2021
Registration Rights Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 20, 2021, is made and entered into by and among ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), ExcelFin SPAC LLC, a Delaware limited liability company (the “Sponsor”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, a “Holder” and collectively, the “Holders”).

PRIVATE WARRANT AGREEMENT
Private Warrant Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York

THIS PRIVATE WARRANT AGREEMENT, dated as of October 20, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a limited liability trust company organized and existing under the laws of the State of New York, as warrant agent (the “Warrant Agent”).

PUBLIC WARRANT AGREEMENT
Public Warrant Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York

THIS PUBLIC WARRANT AGREEMENT, dated as of October 20, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a limited liability trust company organized and existing under the laws of the State of New York, as warrant agent (the “Warrant Agent”).

SPONSOR WARRANTS PURCHASE AGREEMENT October 20, 2021
Sponsor Warrants Purchase Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York

THIS SPONSOR WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 20, 2021, is entered into by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and ExcelFin SPAC LLC, a Delaware limited liability company (the “Purchaser”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York

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

ExcelFin Acquisition Corp. San Francisco, CA 94111
Letter Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York

This letter agreement by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and ExcelFin SPAC LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-260038) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):

ExcelFin Acquisition Corp. San Francisco, CA 94111
Letter Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York

This letter agreement by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and Fin Venture Capital (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-260038) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 25, 2021, by and between ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association (the “Trustee”).

EXCELFIN ACQUISITION CORP. 20,000,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENT
Underwriting Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York
LETTER AGREEMENT Dated October 20, 2021
Letter Agreement • October 26th, 2021 • ExcelFin Acquisition Corp. • Blank checks • New York

This letter agreement (this “Letter Agreement”) is entered into by and among ExcelFin Acquisition Corp., a Delaware corporation (the “Company”), ExcelFin SPAC LLC, a Delaware limited liability company (the “Sponsor”), and each other undersigned person (each such other undersigned person, an “Insider” and collectively, the “Insiders”). Reference is made to that certain underwriting agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among the Company, UBS Securities LLC, EXOS Securities LLC and KeyBank Capital Markets Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par valu

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