Exhibit 4.3
WARRANT ASSUMPTION AGREEMENT
THIS WARRANT ASSUMPTION AGREEMENT (this “Warrant Assumption Agreement”) is entered into as of December [•], 2021, by and among SPORTS ENTERTAINMENT ACQUISITION CORP., a Delaware corporation (the “SEAC”), SUPER GROUP (SGHC) LIMITED, a company incorporated under the laws of Guernsey (“NewCo”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Warrant Agent”).
WHEREAS, SEAC and the Warrant Agent are parties to that certain Warrant Agreement dated as of October 6, 2020 (the “Warrant Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the BCA (as defined below));
WHEREAS, NewCo, SGHC Limited, a company incorporated under the laws of Guernsey (the “Company”), Super Group (SGHC) Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of NewCo (“Merger Sub”), Sports Entertainment Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”) and SEAC are parties to that certain Business Combination Agreement, dated as of April 23, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the “BCA”), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into SEAC, with SEAC being the surviving corporation and a wholly owned subsidiary of NewCo (the “Merger”); and
WHEREAS, pursuant to the terms and conditions of each of the Warrant Agreement and the BCA, at the Merger Effective Time (as defined in the BCA), by virtue of the Merger and without any action on the part of any Party or any other Person, including any holder of SEAC Warrants, each SEAC Warrant that is outstanding immediately prior to the Merger Effective Time shall be assumed by NewCo and, by its terms, automatically convert into a warrant exercisable for an equivalent number of NewCo Common Shares (as defined in the BCA) (“NewCo Warrant”), which NewCo Warrants will have the same terms and be subject to the same conditions as set forth in the Warrant Agreement (other than that any reference to SEAC or the “Company” therein should be construed as a reference to NewCo) and in the BCA.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SEAC, NewCo and the Warrant Agent hereby agree as follows:
1. Assignment and Assumption.
(a) Upon the Merger Effective Time, SEAC hereby assigns, and NewCo hereby assumes, the rights and obligations of SEAC under the Warrant Agreement and the SEAC Warrants, including the obligation to issue NewCo Common Shares upon the exercise of the SEAC Warrants, and NewCo hereby agrees to faithfully perform, satisfy and discharge when due, the liabilities and obligations of SEAC under the Warrant Agreement and the SEAC Warrants. As a result of the preceding sentence, upon and subject to the occurrence of the Merger Effective Time, each SEAC Warrant will be automatically converted into a NewCo Warrant to purchase NewCo Common Shares pursuant to the terms and conditions of the Warrant Agreement.
(b) NewCo acknowledges and agrees that, subject to the terms of the Warrant Agreement, the SEAC Warrants and this Warrant Assumption Agreement, the Warrant Agreement and the SEAC Warrants shall continue in full force and effect and that all of the SEAC’s obligations thereunder shall be valid and enforceable as against NewCo upon the Merger Effective Time and shall not be impaired or limited by the execution or effectiveness of this Warrant Assumption Agreement.
1
