Exhibit 10.1





AMENDMENT NO. 1 TO WARRANT AGREEMENT


This Amendment (this “Amendment”)
is made as of September 15, 2021, by and between Paya Holdings Inc., a Delaware corporation (f/k/a FinTech Acquisition Corp. III Parent
Corp.) (the “Company”), and Continental Stock Transfer & Trust Company, a New York Corporation, as warrant
agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of November
15, 2018 (the “Existing Warrant Agreement”), between FinTech Acquisition Corp. III (“Fintech”)
and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms
in the Existing Warrant Agreement.


WHEREAS, on October 16, 2020, the Company completed
its business combination with Fintech (the “FinTech Business Combination”), and in connection therewith the
Company was renamed Paya Holdings Inc.;


WHEREAS, in accordance with Section 4.4 of the
Existing Warrant Agreement, upon effectiveness of the FinTech Business Combination, the holders of the Warrants thereafter had the right
to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of shares of the common
stock of FinTech immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, an Alternative
Issuance (as defined in the Existing Warrant Agreement) in shares of common stock, par value $0.001, per share, of the Company (the “Common
Stock”);


WHEREAS, Section 9.8 of the Existing Warrant Agreement
provides that the Company and the Warrant Agent may amend, subject to certain conditions provided therein, the Existing Warrant Agreement
with the vote or written consent of the Registered Holders of 65% of the number of the then outstanding Public Warrants;


WHEREAS, the Company desires to amend the Existing
Warrant Agreement to provide the Company with the right to require the holders of the Warrants to exchange all of the outstanding Warrants
for shares of Common Stock, on the terms and subject to the conditions set forth herein; and


WHEREAS, in the exchange offer and consent solicitation
undertaken by the Company pursuant to the Registration Statement on Form S-4 filed with the U.S. Securities and Exchange Commission, the
Registered Holders of more than 65% of the then outstanding Public Warrants consented to and approved this Amendment.


NOW, THEREFORE, in consideration of the mutual
agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree to amend the Existing Warrant Agreement as set forth herein.


1.      Amendment
of Existing Warrant Agreement. The Existing Warrant Agreement is hereby amended by adding:


(a)     the new
Section 6A thereto:


“6A Mandatory Exchange.


6A.1 Company Election to Exchange. Notwithstanding any
other provision in this Agreement to the contrary, all (and not less than all) of the outstanding Warrants may be exchanged, at the option
of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice
to the Registered Holders of the then outstanding Warrants, as described in Section 6A.2 below, for Common Stock (or any Alternative Issuance
pursuant to Section 4.4), at the exchange rate of 0.234 shares of Common Stock (or any Alternative Issuance pursuant to Section 4.4) for
each Warrant held by the holder thereof (the “Consideration”) (subject to equitable adjustment by the Company
in the event of any stock splits, stock dividends, recapitalizations or similar transaction with respect to the Common Stock). In lieu
of issuing fractional shares, any holder of Warrants who would otherwise have been entitled to receive fractional shares as Consideration
will, after aggregating all such fractional shares of such holder, be paid in cash (without interest) in an amount equal to such fractional
part of a share multiplied by $10.93.


6A.2 Date Fixed for, and Notice of, Exchange. In the
event that the Company elects to exchange all of the Warrants, the Company shall fix a date for the exchange (the “Exchange
Date”). Notice of exchange shall be mailed by first class mail, postage prepaid, by the Company not less than fifteen (15)
days prior to the Exchange Date to the Registered Holders at their last addresses as they shall appear on the registration books. Any
notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder
received such notice. The Company will make a public announcement of its election following the mailing of such notice.


6A.3 Exercise After Notice of Exchange. The Warrants
may be exercised, for cash (or on a “cashless basis” in accordance with subsection 3.3.1(b) of this Agreement) at any
time after notice of exchange shall have been given by the Company pursuant to Section 6A.2 hereof and prior to the Exchange Date.
On and after the Exchange Date, the Registered Holder of the Warrants shall have no further rights except to receive, upon surrender of
the Warrants, the Consideration.”


2.      Miscellaneous
Provisions.


2.1    Severability.
This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.


2.2    Applicable Law.
The validity, interpretation, and performance of this Amendment and of the Warrants shall be governed in all respects by 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. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way
to this Amendment shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.






     


     


    

2.3    Counterparts.
This Amendment may be executed in any number of counterparts (which may include counterparts delivered by any standard form of telecommunication)
and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import
in this Amendment or in any other certificate, agreement or document related to this Amendment, if any, shall include images of manually
executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif”
or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received,
or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use
of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


2.4    Effect of Headings.
The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.


2.5    Entire Agreement.
The Existing Warrant Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all
prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the
subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.


 


[Signature Pages Follow]


 






     


     


    

 


IN WITNESS WHEREOF, each of the parties has
caused this Amendment to be duly executed as of the date first above written.


 


	 	PAYA HOLDINGS INC.
	 	 
	 	By:	 	/s/ Glenn Renzulli
	 	 	 	Name: Glenn Renzulli
	 	 	 	Title: Chief Financial Officer
	 	 
	 	 
	 	
    

    CONTINENTAL STOCK TRANSFER &

TRUST COMPANY, as Warrant Agent 

	 	 
	 	By:	 	 /s/ Erika Young
	 	 	 	Name: Erika Young
	 	 	 	Title: Vice President