Exhibit 4.1
WARRANT ASSUMPTION AGREEMENT
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of March 30, 2021, by and among Foley Trasimene Acquisition Corp. II, a Delaware corporation (“FTAC”), Paysafe Limited, an exempted limited company incorporated under the laws of Bermuda (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
WHEREAS, FTAC and the Warrant Agent are parties to that certain Warrant Agreement dated as of August 21, 2020 (the “Warrant Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below));
WHEREAS, FTAC, the Company, Paysafe Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), Paysafe Bermuda Holding LLC, a Bermuda exempted limited liability company and subsidiary of the Company (the “LLC”) and certain other parties named therein are parties to that certain Agreement and Plan of Merger dated as of December 7, 2020 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into FTAC, with FTAC being the surviving corporation in the merger and an indirect subsidiary of the Company (the “Merger”);
WHEREAS, pursuant to the terms and conditions of each of the Warrant Agreement and the Merger Agreement, at the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of any holder of Non-Founder FTAC Warrants, each Non-Founder FTAC Warrant that is outstanding immediately prior to the Effective Time shall be assumed by the Company and will automatically and irrevocably be modified to provide that such Non-Founder FTAC Warrant shall no longer entitle the holder thereof to purchase the amount of share(s) of FTAC Common Stock set forth therein and in substitution thereof such Non-Founder FTAC Warrant shall entitle the holder thereof to acquire such number of Company Common Shares per Non-Founder FTAC Warrant, subject to adjustments as provided in the Warrant Agreement, that such holder would have received pursuant to the terms and conditions of the Warrant Agreement if such holder had exercised his, her or its Non-Founder FTAC Warrants immediately prior to the Transactions; and
WHEREAS, as a result of this Warrant Assumption Agreement, each Non-Founder FTAC Warrant will be exchanged for a warrant to purchase Company Common Shares pursuant to the terms and conditions of the Warrant Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, FTAC, the Company and the Warrant Agent hereby agree as follows:
1. Assignment and Assumption.
(a) Upon and subject to the occurrence of the Effective Time, FTAC hereby assigns, and the Company hereby assumes, the rights and obligations of FTAC under the Warrant Agreement and the Non-Founder FTAC Warrants, including the obligation to issue Company Common Shares upon the exercise of the Non-Founder FTAC Warrants, and the Company hereby agrees to faithfully perform, satisfy and discharge when due, the liabilities and obligations of FTAC under the Warrant Agreement and the Non-Founder FTAC Warrants. As a result of the preceding sentence, upon and subject to the occurrence of the Effective Time, each Non-Founder FTAC Warrant will be exchanged for a warrant to purchase Company Common Shares pursuant to the terms and conditions of the Warrant Agreement.
