ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 25th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into and effective as of February 19, 2019 by and among GTY Technology Holdings Inc., a Cayman Islands exempted company (the “Company”), GTY Govtech, Inc., a Massachusetts corporation (to be renamed “GTY Technology Holdings Inc.” effective as the Closing (as defined below)) (“New GTY”), and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”). Capitalized terms used but not defined herein have the meanings given to such terms in the Warrant Agreement (as defined below).
GTY TECHNOLOGY HOLDINGS INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 25th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), is made and entered into effective [ __ ] (the “Grant Date”), by and between GTY Technology Holdings Inc., a Delaware corporation (the “Company”), and [ __ ] (the “Participant”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERMerger Agreement • February 25th, 2019 • GTY Technology Holdings Inc. • Services-computer processing & data preparation
This Amendment No. 1 (this “Amendment”) to that certain Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of 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, is effective as of February 19, 2019. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
