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.
GTY Technology Holdings Inc.Merger Agreement • February 14th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation
AGREEMENTShare Purchase Agreement • February 14th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 14th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation
This Amendment No. 3 (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 and on December 28, 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 February 12, 2019. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
GTY Technology Holdings Inc.Merger Agreement • February 14th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation
SUBSCRIPTION AGREEMENTSubscription Agreement • February 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 (including any shares in any successor entity issued in exchange therefor in connection with the Business Combination “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
