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”.
ARRANGEMENT AGREEMENT by and among Bonfire Interactive Ltd., GTY Technology Holdings Inc., 1176370 B.C. Unlimited Liability Company, 1176363 B.C. Ltd., and Bonfire Holders’ Representative dated September 12, 2018Arrangement Agreement • September 12th, 2018 • GTY Technology Holdings Inc. • Blank checks • Ontario
This Arrangement Agreement (this “Agreement”) is entered into on September 12, 2018 by and among Bonfire Interactive Ltd. (the “Company”), GTY Technology Holdings Inc., a Cayman Islands exempted company (“GTY”), 1176370 B.C. Unlimited Liability Company, an unlimited liability company incorporated under the Business Corporations Act (British Columbia), 1176363 B.C. Ltd., a company incorporated under the Business Corporations Act (British Columbia) (“Exchangeco”), and Corry Flatt, in his capacity as the Bonfire Holders’ Representative pursuant to the designation in Section 11.16. 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 the Company, GTY, Callco, Exchangeco and, upon its incorporation and its addition as a party to this Agreement pursuant to Section 11.4, Holdings may also be referred to individually herein as a “Party,
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 12th, 2018 • GTY Technology Holdings Inc. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (“Agreement”) is dated September 12, 2018, by and among GTY Technology Holdings Inc., a Cayman Islands exempted company (“Parent”), GTY Technology Holdings Inc., a Massachusetts corporation (“NewCo”), and GTY Technology Merger Sub, Inc., a Delaware corporation and indirect subsidiary of Parent (the “Subsidiary”).
UNIT PURCHASE AGREEMENT by and among GTY Technology Holdings Inc., Sherpa Government Solutions LLC the Sherpa Holders and David Farrell, as the Sherpa Holders Representative dated September 12, 2018Unit Purchase Agreement • September 12th, 2018 • GTY Technology Holdings Inc. • Blank checks • New York
This Unit Purchase Agreement (this “Agreement”) is entered into on 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”, pursuant to the designation in Section 11.19. 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 the Company, GTY and the Sherpa Holders may also be referred to individually herein as a “Party”, and collectively as the “Parties.”
