REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 17th, 2016 • GTY Technology Holdings Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of __________, 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. 40,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • October 17th, 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 17th, 2016 • GTY Technology Holdings Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of _______, 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 • October 17th, 2016 • GTY Technology Holdings Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 17th, 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”).
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
