REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2016 • GTY Technology Holdings Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 26, 2016, is made and entered into by and among GTY Technology Holdings Inc., a Cayman Islands exempted company (the “Company”), GTY Investors, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto under “Holder” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
GTY Technology Holdings Inc. 48,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2016 • GTY Technology Holdings Inc. • Blank checks • New York
GTY Technology Holdings Inc.Securities Subscription Agreement • October 17th, 2016 • GTY Technology Holdings Inc. • Blank checks • New York
This second amended and restated securities subscription agreement (the “Agreement”) is entered into on October 13, 2016 by and between GTY Investors, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and GTY Technology Holdings Inc., a Cayman Islands exempted company (the “Company”, “we” or “us”), and amends and restates in its entirety that certain amended and restated securities subscription agreement, dated August 16, 2016, by and between the Subscriber and the Company. Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 11,500,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,500,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • November 1st, 2016 • GTY Technology Holdings Inc. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 26, 2016, by and between GTY TECHNOLOGY HOLDINGS INC., a Cayman Islands exempted company (the “Company”), and Harry L. You (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 1st, 2016 • GTY Technology Holdings Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 26, 2016 (as it may from time to time be amended, this “Agreement”), is entered into by and between GTY Technology Holdings Inc., a Cayman Islands exempted company (the “Company”), and GTY Investors, LLC, a Delaware limited liability company (the “Sponsor” or the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • November 1st, 2016 • GTY Technology Holdings Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 26, 2016, is by and between GTY Technology Holdings Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnification Agreement • November 1st, 2016 • GTY Technology Holdings Inc. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 26, 2016, by and between GTY TECHNOLOGY HOLDINGS INC., a Cayman Islands exempted company (the “Company”), and Charles Wert (“Indemnitee”).
GTY TECHNOLOGY HOLDINGS INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • February 4th, 2022 • GTY Technology Holdings Inc. • Services-computer processing & data preparation • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 1st, 2016 • GTY Technology Holdings Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 26, 2016 by and between GTY Technology Holdings Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
October 26, 2016Underwriting Agreement • November 1st, 2016 • GTY Technology Holdings Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among GTY Technology Holdings Inc., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 55,200,000 of the Company’s units (including up to 7,200,000 Units that may be purchased to cover over-allotments, if any, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), and one-third of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and pr
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 26th, 2016 • GTY Technology Holdings Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _________, 2016 by and between GTY Technology Holdings Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 18th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation • Massachusetts
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of ________________ (the “Effective Date”), is made and entered into, between GTY Technology Holdings Inc., a Massachusetts corporation (the “Company”), and _________________ (the “Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among Open Counter Enterprises Inc., GTY Technology Holdings Inc., GTY OC Merger Sub, Inc. and Shareholder Representative Services LLC dated September 12, 2018Merger Agreement • September 12th, 2018 • GTY Technology Holdings Inc. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is entered into on September 12, 2018 by and among Open Counter Enterprises Inc., a Delaware corporation (the “Company”), GTY Technology Holdings Inc., a Cayman Islands exempted company (“GTY”), GTY OC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the OC Holders’ Representative pursuant to the designation in Section 10.20. All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 9 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Each of the Company, GTY and Merger Sub may also be referred to individually herein as a “Party”, and collectively as the “Parties”.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 14th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation • New York
GTY Technology Holdings Inc., a Cayman Islands exempted company (“GTY”), has entered into agreements (collectively, the “Business Combination Agreements”) for a business combination (the “Business Combination”) with CityBase, Inc., Bonfire Interactive Ltd., eCivis Inc., Open Counter Enterprises Inc., Questica Inc. and Questica USCDN Inc. and Sherpa Government Solutions LLC (collectively, the “Targets”). In connection with the Business Combination, GTY is seeking commitments from interested investors to purchase Class A ordinary shares of GTY, par value $0.0001 per share (“Class A Ordinary Shares”), for a purchase price of $10.00 per share, in a private placement (the “Private Placement”). The undersigned wishes to purchase Class A Ordinary Shares in such private placement on the terms and conditions set forth herein, and, accordingly, the undersigned and GTY hereby agree as follows:
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 4th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation • New York
This Amended and Restated Agreement and Plan of Merger (this “Agreement”) is entered into on December 28, 2018 by and among eCivis, Inc., a Delaware corporation (the “Company”), GTY Technology Holdings Inc., a Cayman Islands exempted company (“GTY”), GTY EC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Kirk Fernandez, in his capacity as the eCivis Holders’ Representative pursuant to the designation in Section 10.17, and amends and restates in its entirety that certain Agreement and Plan of Merger, dated as of September 12, 2018 (the “Original Execution Date”, by and among the Company, GTY, Merger Sub and Kirk Fernandez (the “Original Merger Agreement”) as amended by the Amendment No. 1 to the Merger Agreement by and among the Company, GTY, Merger Sub and Kirk Fernandez (“Amendment No. 1”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 9 or as otherwise defined elsewhere in this Agreement unless the context clearly
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 25th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into and effective as of February 19, 2019 by and among GTY Technology Holdings Inc., a Cayman Islands exempted company (the “Company”), GTY Govtech, Inc., a Massachusetts corporation (to be renamed “GTY Technology Holdings Inc.” effective as the Closing (as defined below)) (“New GTY”), and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”). Capitalized terms used but not defined herein have the meanings given to such terms in the Warrant Agreement (as defined below).
GTY TECHNOLOGY HOLDINGS INC., Issuer AND [TRUSTEE], Trustee SUBORDINATED INDENTURE Dated as of [•], 20[•]Subordinated Indenture • January 21st, 2022 • GTY Technology Holdings Inc. • Services-computer processing & data preparation • New York
SUBORDINATED INDENTURE, dated as of [•], 20[•], among GTY TECHNOLOGY HOLDINGS INC., a Massachusetts corporation (the “Company”), and [ TRUSTEE ], as trustee (the “Trustee”):
SHARE PURCHASE AGREEMENT by and among Questica Inc., Questica USCDN Inc., GTY Technology Holdings Inc., Fernbrook Homes (Hi-Tech) Limited Allan Booth Dennis Parass Shockt Inc. Ross Soft Inc. Craig Ross 1176368 B.C. Ltd. dated September 12, 2018Share Purchase Agreement • September 12th, 2018 • GTY Technology Holdings Inc. • Blank checks • Ontario
This Share Purchase Agreement (this “Agreement”) is entered into on September 12, 2018 by and among Questica Inc. (“Questica”), a corporation incorporated under the laws of Ontario, Canada, Questica USCDN Inc., a corporation incorporated under the laws of Ontario, Canada (“Questica USCDN”), GTY Technology Holdings Inc., a Cayman Islands exempted company(“GTY”), 1176368 B.C. Ltd., a company incorporated under the Business Corporations Act (British Columbia) (“Exchangeco”), and each of SHOCKT Inc., Dennis Parass, Fernbrook Homes (Hi-Tech) Limited, Allan Booth, and Ross Soft Inc. (collectively, the “Questica Holders”) and Craig Ross in his capacity as Questica Holders’ Representative. All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in ARTICLE 10 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Each of Questica, Questica USCDN, GTY, Exchangeco and the Questica Holders may also be referred to indiv
WAIVER AND CONSENTWaiver and Consent • January 26th, 2022 • GTY Technology Holdings Inc. • Services-computer processing & data preparation
THIS WAIVER AND CONSENT (“Waiver and Consent”) is provided by David Farrell (“Executive”) to GTY Technology Holdings Inc. (the “Company”) effective as of January 26, 2022 (the “Effective Date”).
AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 5th, 2018 • GTY Technology Holdings Inc. • Blank checks
This Amendment No. 1 (this “Amendment”) to that certain Share Purchase Agreement (the “Purchase Agreement”), dated as of September 12, 2018, by and among Questica Inc. (“Questica”), a corporation incorporated under the laws of Ontario, Canada, Questica USCDN Inc., a corporation incorporated under the laws of Ontario, Canada (“Questica USCDN”), GTY Technology Holdings Inc., a Cayman Islands exempted company(“GTY”), 1176368 B.C. Ltd., a company incorporated under the Business Corporations Act (British Columbia) (“Exchangeco”), and each of SHOCKT Inc., Dennis Parass, Fernbrook Homes (Hi-Tech) Limited, Allan Booth, and Ross Soft Inc. (collectively, the “Questica Holders”) and Craig Ross, in his capacity as the Questica Holders’ Representative, is effective as of October 31, 2018. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
Assignment and AcknowledgementAssignment and Acknowledgement • September 22nd, 2021 • GTY Technology Holdings Inc. • Services-computer processing & data preparation
THIS ASSIGNMENT AND ACKNOWLEDGEMENT (this "Assignment and Acknowledgement") is by and among Continental Stock Transfer & Trust Company ("Assignor"), Broadridge Corporate Issuer Solutions, Inc. ("Assignee") and GTY Technology Holdings Inc. (“GTY”), a Massachusetts corporation. Assignor, Assignee and GTY each is referred to herein as a “Party” and together are referred to herein as the “Parties.”
AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENT July 29, 2019Share Purchase Agreement • November 7th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation
This Amendment No. 3 (this “Amendment”) to the Agreement (as defined hereinafter) is entered into as of the date first written above, by and among Questica Software Inc. (“Questica”), a corporation existing under the laws of British Columbia and which formerly had the name “Questica Inc.”, Questica USCDN Investments Inc. (“Questica USCDN”), a corporation existing under the laws of British Columbia and which formerly had the name “Questica USCDN Inc.”, GTY Technology Holdings Inc., a Cayman Islands exempted company (“GTY”), 1176368 B.C. Ltd., a company incorporated under the laws of British Columbia (“Exchangeco”), and each of SHOCKT Inc., Dennis Parass, Fernbrook Homes (Hi-Tech) Limited, Allan Booth, and Ross Soft Inc. (collectively, the “Questica Holders”) and Craig Ross in his capacity as Questica Holders’ Representative. Reference is made herein to that certain Share Purchase Agreement, dated as of September 12, 2018 (as amended, restated, supplemented and/or modified from time to t
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERMerger Agreement • January 14th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation
This Amendment No. 1 (this “Amendment”) to that certain Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 28, 2018, by and among eCivis Inc., a Delaware corporation (the “Company”), GTY Technology Holdings Inc., a Cayman Islands exempted company (“GTY”), GTY EC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Kirk Fernandez (“Mr. Fernandez”), in his capacity as the eCivis Holders’ Representative (and, pursuant to the newly added Section 1.11(c) and 1.11(f) of the Merger Agreement as set forth in Section 6 below, in his individual capacity), is effective as of January 8, 2019. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
Re: Payment of Amounts under the Purchase AgreementUnit Purchase Agreement • February 14th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation • New York
Reference is made to that certain Unit Purchase Agreement, dated as of September 12, 2018, as amended October 31, 2018 and December 28, 2018 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and among Sherpa Government Solutions LLC, a Delaware limited liability company (the “Sherpa”), GTY Technology Holdings Inc., a Cayman Islands exempted company (“GTY”), the Sherpa Holders and David Farrell, in his capacity as the Sherpa Holders’ Representative. Capitalized terms used in this letter that are not otherwise defined have the meanings ascribed to them in the Purchase Agreement.
WAIVER AND CONSENTWaiver and Consent • January 26th, 2022 • GTY Technology Holdings Inc. • Services-computer processing & data preparation
THIS WAIVER AND CONSENT (“Waiver and Consent”) is provided by TJ Parass (“Executive”) to Questica Software Inc., assignee of GTY Technology Holdings Inc. (the “Company”) effective as of January 26, 2022 (the “Effective Date”).
GTY TECHNOLOGY HOLDINGS INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 25th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), is made and entered into effective [ __ ] (the “Grant Date”), by and between GTY Technology Holdings Inc., a Delaware corporation (the “Company”), and [ __ ] (the “Participant”).
GTY Technology Holdings Inc. Las Vegas, Nevada 89144 January 9, 2019Underwriting Agreement • January 14th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation • New York
Reference is made to that certain Underwriting Agreement, dated October 26, 2016 and amended on October 30, 2018, by and among GTY Technology Holdings Inc., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters named on Schedule I thereto (the “Underwriting Agreement”). Except as otherwise specifically provided herein, all capitalized terms used herein shall have the meanings ascribed to them in the Underwriting Agreement.
GTY Technology Holdings Inc. Las Vegas, Nevada 89144 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 17th, 2016 • GTY Technology Holdings Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among GTY Technology Holdings Inc., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 46,000,000 of the Company’s units (including up to 6,000,000 Units that may be purchased to cover over-allotments, if any, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), and one-third of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and pr
AMENDMENT NO. 2 TO UNIT PURCHASE AGREEMENTUnit Purchase Agreement • January 4th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation
This Amendment No. 2 (this “Amendment”) to that certain Unit Purchase Agreement (the “Purchase Agreement”), dated as of September 12, 2018, by and among Sherpa Government Solutions LLC, a Delaware limited liability company (the “Company”), GTY Technology Holdings Inc., a Cayman Islands exempted company (“GTY”), the Sherpa Holders and David Farrell, in his capacity as the Sherpa Holders’ Representative, is effective as of December 28, 2018. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Unit Purchase Agreement.
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • September 22nd, 2021 • GTY Technology Holdings Inc. • Services-computer processing & data preparation • New York
Reference is made to that certain Warrant Agreement effective as of October 26, 2016 by and between GTY Technology Holdings Inc. (“GTY”) and Continental Stock Transfer & Trust Company (“Continental”), as amended by the Assignment and Assumption Agreement entered into as of February 19, 2019 by an among GTY Technology Holdings Inc., a Cayman Islands exempted company, GTY and Continental (the “Agreement”). Capitalized terms used herein and not otherwise defined shall have those meanings ascribed to them in the Agreement.
AMENDMENT NO. 1 TO UNIT PURCHASE AGREEMENTUnit Purchase Agreement • November 5th, 2018 • GTY Technology Holdings Inc. • Blank checks
This Amendment No. 1 (this “Amendment”) to that certain Unit Purchase Agreement (the “Purchase Agreement”), dated as of September 12, 2018, by and among Sherpa Government Solutions LLC, a Delaware limited liability company (the “Company”), GTY Technology Holdings Inc., a Cayman Islands exempted company (“GTY”), the Sherpa Holders and David Farrell, in his capacity as the Sherpa Holders’ Representative, is effective as of October 31, 2018. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Unit Purchase Agreement.
GTY Technology Holdings Inc. Las Vegas, Nevada 89144 October 30, 2018Underwriting Agreement • November 5th, 2018 • GTY Technology Holdings Inc. • Blank checks • New York
Reference is made to that certain Underwriting Agreement (the “Underwriting Agreement”), dated as of October 26, 2016, by and among GTY Technology Holdings Inc., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters named on Schedule I to the Underwriting Agreement (collectively, the “Underwriters”). Except as otherwise specifically provided herein, all capitalized terms used herein shall have the meanings ascribed to them in the Underwriting Agreement.
AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 4th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation
WAIVER AND CONSENTWaiver and Consent • January 26th, 2022 • GTY Technology Holdings Inc. • Services-computer processing & data preparation
THIS WAIVER AND CONSENT (“Waiver and Consent”) is provided by John Curran (“Executive”) to GTY Technology Holdings Inc. (the “Company”) effective as of January 26, 2022 (the “Effective Date”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 4th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation
This Amendment No. 2 (this “Amendment”) to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 12, 2018 as amended on November 4, 2018, by and among CityBase, Inc., a Delaware corporation (the “Company”), GTY Technology Holdings Inc., a Cayman Islands exempted company (“GTY”), GTY Govtech, Inc. (f/k/a GTY Technology Holdings Inc.), a Massachusetts corporation (“Holdings”), GTY CB Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the CB Holders’ Representative, is effective as of December 28, 2018. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
