0001144204-16-125367 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 26th, 2016 • GTY Technology Holdings Inc. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of __________, 2016, is made and entered into by and among GTY Technology Holdings Inc., a Cayman Islands exempted company (the “Company”), GTY Investors, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto under “Holder” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • September 26th, 2016 • GTY Technology Holdings Inc. • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of _______, 2016 (as it may from time to time be amended, this “Agreement”), is entered into by and between GTY Technology Holdings Inc., a Cayman Islands exempted company (the “Company”), and GTY Investors, LLC, a Delaware limited liability company (the “Sponsor” or the “Purchaser”).

WARRANT AGREEMENT
Warrant Agreement • September 26th, 2016 • GTY Technology Holdings Inc. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2016, is by and between GTY Technology Holdings Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

FORM OF INDEMNITY AGREEMENT
Form of Indemnity Agreement • September 26th, 2016 • GTY Technology Holdings Inc. • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ________________, 2016, by and between GTY TECHNOLOGY HOLDINGS INC., a Cayman Islands exempted company (the “Company”), and ______________ (“Indemnitee”).

GTY Technology Holdings Inc.
Securities Subscription Agreement • September 26th, 2016 • GTY Technology Holdings Inc. • Blank checks • New York

This amended and restated securities subscription agreement (the “Agreement”) is entered into on August 16, 2016 by and between GTY Investors, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and GTY Technology Holdings Inc., a Cayman Islands exempted company (the “Company”, “we” or “us”), and amends and restates in its entirety that certain securities subscription agreement, dated August 15, 2016, by and between the Subscriber and the Company. Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • September 26th, 2016 • GTY Technology Holdings Inc. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of _________, 2016 by and between GTY Technology Holdings Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

GTY TECHNOLOGY HOLDINGS INC.
Letter Agreement • September 26th, 2016 • GTY Technology Holdings Inc. • Blank checks • New York

This letter agreement (this “Agreement”) by and between GTY Technology Holdings Inc. (the “Company”) and GTY Investors, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):