SUBSCRIPTION AGREEMENTSubscription Agreement • February 5th, 2019 • Gty Govtech, 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 (implying a 2.5% discount from the expected per share trust value at closing), 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. Accordingly, the undersigned and GTY hereby agree as follows:
