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 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, 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 the OC Holders’ Representative (the “Original Merger Agreement”), as amended by the Amendment No. 1 to the Merger Agreement by and among the Company, GTY, Merger Sub and the OC Holders’ Representative (“Amendment No. 1”). All capitalized terms used in this Agreement shall have the meanings
AMENDMENT NO. 2 TO ARRANGEMENT AGREEMENTArrangement Agreement • January 4th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation
This Amendment No. 2 (this “Amendment”) to that certain Arrangement Agreement (the “Merger Agreement”), dated as of 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) (“Callco”), 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. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
