Exhibit 4.4


 


WARRANT AGREEMENT


 


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”).


 


WHEREAS, the Company
has entered into that certain Private Placement Warrants Purchase Agreement (the “Private Placement Warrants Purchase
Agreement”), with GTY Investors, LLC, a Delaware limited liability company (the “Sponsor”),
pursuant to which the Sponsor will purchase an aggregate of 6,666,667 warrants (or 7,466,667 in the aggregate if the Over-allotment
Option (as defined below) is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment
Option, if applicable) bearing the legend set forth in Exhibit A hereto (the “Private Placement Warrants”)
at a purchase price of $1.50 per Private Placement Warrant; and


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate
of the Sponsor or certain of the Company’s executive officers and directors may loan to the Company funds as the Company
may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 Private Placement Warrants
at a price of $1.50 per warrant; and


 


WHEREAS, the Company
is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one Ordinary Share (as defined below) and one-third of one Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 13,333,333 warrants (or up to 15,333,333 to the extent
the underwriters’ over-allotment option is exercised) to public investors in the Offering (the “Public Warrants”
and, together with the Private Placement Warrants, the “Warrants”). Each whole Warrant entitles the holder
thereof to purchase one Class A Ordinary Share of the Company, par value $0.0001 per share (“Ordinary Share”),
for $11.50 per share, subject to adjustment as described herein; and


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on
Form S-1, No. 333-213809 (the “Registration Statement”), and prospectus (the “Prospectus”)
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units,
the Public Warrants and the Ordinary Shares included in the Units; and


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts
such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1 Form of Warrant.
Each Warrant shall be issued in registered form only and, if a physical certificate is issued, shall be in substantially the form
of Exhibit B hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature
of, the Chairman or a Co-Chairman of the Board, President, Chief Executive Officer or a Co-Chief Executive Officer, Chief Financial
Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed
upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued,
it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance. All of the Public Warrants
shall initially be represented by one or more book-entry certificates (each a “Book-Entry Warrant Certificate”).


 




    	 	 	 



     


    

 


2.2 Effect of Countersignature.
If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant
certificate shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3 Registration.


 


2.3.1 Warrant Register.
The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and
register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more Book-Entry
Warrant Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in
the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown
on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each
Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect
to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer
necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct
the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive
Warrant Certificates”). Such Definitive Warrant Certificates shall be in the form annexed hereto as Exhibit B with
appropriate insertions, modifications and omissions, as provided above.


 


2.3.2 Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any
exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary.


 


2.4 Detachability
of Warrants. The Ordinary Shares and Public Warrants comprising the Units shall begin separate trading on the 52nd day following
the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks
in New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding
Business Day following such date, or earlier (the “Detachment Date”) with the consent of Citigroup Global
Markets Inc., as representative of the several underwriters, but in no event shall the Ordinary Shares and the Public Warrants
comprising the Units be separately traded until (A) the Company has filed a current report on Form 8-K with the Commission containing
an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds received
by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment
Option”) if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues
a press release and files with the Commission a current report on Form 8-K announcing when such separate trading shall begin.


 


2.5
Fractional Warrants. The
Company shall not issue fractional Warrants other than as part of Units, each of which is comprised of one Class A Ordinary Share
and one-third of one Public Warrant. If, upon the detachment of Public Warrants from Units or otherwise, a holder of Warrants would
be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to
be issued to such holder.


 


2.6 Private Placement
Warrants.


 


2.6.1 The Private Placement
Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted
Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to
subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until the date that is thirty (30) days after
the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company;
provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor
or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders
thereof:


 




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(a) to the Company’s
officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of the
Sponsor or to any member(s) of the Sponsor or any of their affiliates,


 


(b) in the case of
an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s
immediate family, an affiliate of such person or to a charitable organization,


 


(c) in the case of
an individual, by virtue of the laws of descent and distribution upon death of such person,


 


(d) in the case of
an individual, pursuant to a qualified domestic relations order,


 


(e) by private sales
or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation
of a Business Combination at prices no greater than the price at which the Warrants were originally purchased,


 


(f) by virtue of the
laws of the State of Delaware or our Sponsor’s limited liability company agreement upon dissolution of our Sponsor,


 


(g) in the event of
the Company’s liquidation prior to consummation of the Company’s initial Business Combination, or


 


(h) in the event that,
subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or similar
transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash,
securities or other property; provided, however, that, in the case of clauses (a) through (f), these transferees
(the “Permitted Transferees”) enter into a written agreement with the Company agreeing to be bound by
the transfer restrictions in this Agreement.


 


3. Terms and Exercise
of Warrants.


 


3.1 Warrant Price.
Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase
from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided
in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price”
as used in this Agreement shall mean the price per Ordinary Share at which Ordinary Shares may be purchased at the time a Warrant
is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined
below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days
prior written notice of such reduction to Registered Holders of the Warrants and that any such reduction shall be identical among
all of the Warrants.


 


3.2 Duration of Warrants.
A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of:
(i) the date that is thirty (30) days after the first date on which the Company completes a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business
Combination”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and terminating
at 5:00 p.m. New York City time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company
completes its initial Business Combination, (y) the liquidation of the Company or (z) other than with respect to the Private Placement
Warrants, the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”);
provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions,
as set forth in subsection 3.3.2 below, with respect to an effective registration statement. Except with respect to the
right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant) in the event
of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than a Private Placement Warrant in
the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all
rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company
in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company
shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and that
any such extension shall be identical in duration among all the Warrants.


 




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3.3 Exercise of Warrants.


 


3.3.1 Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering
to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised,
or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by
the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”)
Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse
of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant
in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full Ordinary Share
as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange
of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:


 


(a) in lawful money
of the United States, in good certified check or good bank draft payable to the Warrant Agent;


 


(b) in the event of
a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering
the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary
Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”,
as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b)
and Section 6.3, the “Fair Market Value” shall mean the average last sale price of the Ordinary Shares for the
ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders
of the Warrants, pursuant to Section 6 hereof;


 


(c) with respect to
any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or its Permitted Transferee, by
surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the
number of Ordinary Shares underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market
Value”, as defined in this subsection 3.3.1(c), by (y) the Fair Market Value. Solely for purposes of this subsection
3.3.1(c), the “Fair Market Value” shall mean the average last sale price of the Ordinary Shares for the ten (10)
trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant
Agent; or


 


(d) as provided in
Section 7.4 hereof.


 


3.3.2 Issuance of
Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of
such Warrant a book-entry position or certificates, as applicable, for the number of full Ordinary Shares to which he, she or it
is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised
in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares as to which such Warrant shall
not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation
shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant,
as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company
shall not be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle
such Warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the
Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations
under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon
exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed
to be exempt under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the
conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall
not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of
a Unit containing such Public Warrant shall have paid the full purchase price for the Unit solely for the Ordinary Share underlying
such Unit. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for
a whole number of Ordinary Shares. In no event will the Company be required to net cash settle the Warrant exercise. The Company
may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to subsection 3.3.1(b)
and Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant
would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall
round down to the nearest whole number, the number of Ordinary Shares to be issued to such holder.


 




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3.3.3 Valid Issuance.
All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully
paid and non-assessable.


 


3.3.4 Date of Issuance.
Each person whose name is set out in the register of members of the Company shall have become the holder of record of such Ordinary
Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant
Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if
the date of such surrender and payment is a date when the share transfer books of the Company or book-entry system of the Warrant
Agent are closed, such person shall be deemed to have become the holder of such Ordinary Shares at the close of business on the
next succeeding date on which the share transfer books or book-entry system are open.


 


3.3.5 Maximum Percentage.
A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this
subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she
or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own
in excess of 4.9% or 9.8% (as specified by the holder) (the “Maximum Percentage”) of the Ordinary Shares
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary
Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise
of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would
be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the
number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the
Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public
filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by
the Company or Continental Stock Transfer & Trust Company (in such capacity, the “Transfer Agent”)
setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of
the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary
Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the
conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number
of outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase
or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided,
however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to
the Company.


 


4. Adjustments.


 


4.1 Share Dividends.


 


4.1.1 Split-Ups.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Ordinary Shares
is increased by a share dividend or capitalization payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar
event, then, on the effective date of such share dividend, split-up or similar event, the number of Ordinary Shares issuable on
exercise of each Warrant shall be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering
to holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Fair Market Value”
(as defined below) shall be deemed a share dividend of a number of Ordinary Shares equal to the product of (i) the number of Ordinary
Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are
convertible into or exercisable for Ordinary Shares) and (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid
in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (a) if the rights offering
is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there
shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise
or conversion and (b) “Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported
during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on
the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 




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4.1.2 Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of
the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1
above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary Shares
in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Ordinary Shares
in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association,
as amended from time to time (the “Charter”), to modify the substance or timing of the Company’s
obligation to redeem 100% of its public shares if the Company does not complete the Business Combination within the time period
set forth in the Charter, (e) as a result of the redemption of public Ordinary Shares by the Company in connection with an initial
Business Combination or (f) in connection with the Company’s redemption of public Ordinary Shares upon the failure to consummate
a Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred
to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately
after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the
Board, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend.
For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash
distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions
paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted
to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends
or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise
of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 


4.2 Aggregation of
Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding Ordinary
Shares is decreased by a consolidation, combination, reverse share split or reclassification of Ordinary Shares or other similar
event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event,
the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding
Ordinary Shares.


 


4.3 Adjustments in
Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided
in subsections 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying
such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary
Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall
be the number of Ordinary Shares so purchasable immediately thereafter.


 


4.4 Replacement of
Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other
than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value
of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company
is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following
any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s)
immediately prior to such event (the “Alternative Issuance” ); provided, however, that
(i) if the holders of the Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities,
cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets
constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average
of the kind and amount received per Ordinary Share by the holders of the Ordinary Shares in such consolidation or merger that affirmatively
make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the
Ordinary Shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held
by shareholders of the Company as provided for in the Charter or as a result of the repurchase of Ordinary Shares by the Company
if a proposed initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in
which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such
maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or
associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding
Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash,
securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant holder had
exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Ordinary Shares
held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation
of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided,
further, that if less than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event
is payable in the form of ordinary shares in the successor entity that is listed for trading on a national securities exchange
or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such
event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the
consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant
Price shall be reduced by an amount (in dollars) equal to the difference (but in no event less than zero) of (i) the Warrant Price
in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant
Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately
prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg
Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this
Agreement shall be taken into account, (2) the price of each Ordinary Share shall be the volume weighted average price of the Ordinary
Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the
trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate
shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration”
means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per
Ordinary Share, and (ii) in all other cases, the volume weighted average price of the Ordinary Shares as reported during the ten
(10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification
or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be
made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this
Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or
other transfers. In no event will the Warrant Price be reduced to less than the par value per Ordinary Share issuable upon exercise
of such Warrant.


 




    	 	6	 



     


    

 


4.5 Notices of Changes
in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company
shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment
and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting
forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of
any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the
occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of
the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality
or validity of such event.


 


4.6 No Fractional
Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares
upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant
would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such
exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder.


 


4.7 Form of Warrant.
The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after
such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant
to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in
the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter
issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so
changed.


 


4.8 Other Events.
In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section
4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse
impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing,
which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment.
The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 




    	 	7	 



     


    

 


5. Transfer and
Exchange of Warrants.


 


5.1 Registration of
Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, in the case of a certificated Warrant, properly endorsed with signatures properly
guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal
aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated
Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2 Procedure for
Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer,
and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder
of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except
as otherwise provided herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry Warrant
Certificate and Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to another nominee
of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however,
that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants),
the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received
an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also
bear a restrictive legend.


 


5.3 Fractional Warrants.
The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of
a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4 Service Charges.
No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5 Warrant Execution
and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of
this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6 Transfer of Warrants.
Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant
is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each
transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding
the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment
Date.


 


6. Redemption.


 


6.1 Redemption.
Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company,
at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered
Holders of the Warrants, as described in Section 6.2 below, at the price of $0.01 per Warrant (the “Redemption
Price”), provided that the last sales price of the Ordinary Shares reported has been at least $18.00 per Ordinary
Share (subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days within the thirty
(30) trading-day period ending on the third Business Day prior to the date on which notice of the redemption is given and provided
that there is an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, and a current
prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below) or the
Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1.


 


6.2 Date Fixed for,
and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants, the Company shall fix a date
for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail,
postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (such 30-day period, the “Redemption
Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on
the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given
whether or not the Registered Holder received such notice.


 




    	 	8	 



     


    

 


6.3 Exercise After
Notice of Redemption. The Warrants may be exercised for cash (or on a “cashless basis” in accordance with subsection
3.3.1(b) of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section
6.2 hereof and prior to the Redemption Date. In the event that the Company determines to require all holders of Warrants to
exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1, the notice of redemption shall contain
the information necessary to calculate the number of Ordinary Shares to be received upon exercise of the Warrants, including the
“Fair Market Value” (as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption
Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption
Price.


 


6.4 Exclusion of Private
Placement Warrants. The Company agrees that the redemption rights provided in this Section 6 shall not apply to the
Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor
or its Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to Permitted Transferees
under Section 2.6), the Company may redeem the Private Placement Warrants, provided that the criteria for redemption are
met, including the opportunity of the holder of such Private Placement Warrants to exercise the Private Placement Warrants prior
to redemption pursuant to Section 6.3. Private Placement Warrants that are transferred to persons other than Permitted Transferees
shall upon such transfer cease to be Private Placement Warrants and shall become Public Warrants under this Agreement.


 


7. Other Provisions
Relating to Rights of Holders of Warrants.


 


7.1 No Rights as Shareholder.
A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without
limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to
receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other
matter.


 


7.2 Lost, Stolen,
Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent
may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3 Reservation of
Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary
Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4 Registration of
Ordinary Shares; Cashless Exercise at Company’s Option.


 


7.4.1 Registration
of Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after
the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration statement
for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall
use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and
a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement.
If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business
Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing
of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during
any other period when the Company shall fail to have maintained an effective registration statement covering the Ordinary Shares
issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants
(in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of Ordinary
Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied
by the difference between the Warrant Price and the “Fair Market Value” (as defined below) by (y) the Fair Market Value.
Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price
of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the date that notice
of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date
that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection
with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an
opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise
of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the
Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal securities
laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of
the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in this subsection 7.4,
for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue
to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.


 




    	 	9	 



     


    

 


7.4.2 Cashless Exercise
at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities
exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act
(or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to
exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any
successor rule) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not
be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary
Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its best
efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrants under the blue sky laws
of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.


 


8. Concerning the
Warrant Agent and Other Matters.


 


8.1 Payment of Taxes.
The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent
in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company shall not be obligated
to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2 Resignation, Consolidation,
or Merger of Warrant Agent.


 


8.2.1 Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may
apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent
at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation
organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough
of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority,
powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as
Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent
all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2 Notice of
Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to
the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such appointment.


 


8.2.3 Merger or
Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.


  




    	 	10	 



     


    

 


 


8.3 Fees and Expenses
of Warrant Agent.


 


8.3.1 Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall,
pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder.



 


8.3.2 Further Assurances.
The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered
all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.


 


8.4 Liability of Warrant
Agent.


 


8.4.1 Reliance on
Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chief Executive Officer or a Co-Chief Executive Officer, Chief Financial Officer,
Secretary or Chairman or a Co-Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely
upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2 Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant
Agent’s gross negligence, willful misconduct or bad faith.


 


8.4.3 Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount
of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any
act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to
be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully
paid and non-assessable.


 


8.5 Acceptance of
Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms
and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares
through the exercise of the Warrants.


 


8.6 Waiver. The
Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9. Miscellaneous
Provisions.


 


9.1 Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.


 


9.2 Notices. Any
notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


	 GTY Technology Holdings Inc.
	
        1180 North Town Center Drive, Suite 100

Las
Vegas, Nevada 89134



 




    	 	11	 



     


    

 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5)
days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with
the Company), as follows:


 


	Continental Stock Transfer & Trust Company
	17 Battery Place
	New York, NY 10004
	Attention: Compliance Department


 


9.3 Applicable Law.
The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws
of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating
in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 


9.4 Persons Having
Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation
other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this
Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises,
and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the Registered Holders of the Warrants.


 


9.5 Examination of
the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent
in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent
may require any such holder to submit his Warrant for inspection by it.


 


9.6 Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7 Effect of Headings.
The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation
thereof.


 


9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any
ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any modification
or amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the Private Placement
Warrants, shall require the vote or written consent of the Registered Holders of 50% of the number of the then outstanding Public
Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period
pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


9.9 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A: Legend — Private Placement
Warrants


 


Exhibit B: Form of Warrant Certificate


 




    	 	12	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	GTY TECHNOLOGY HOLDINGS INC.
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


	 	CONTINENTAL STOCK TRANSFER & 

TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


[Signature Page to the Warrant Agreement]


 




    	 	 	 



     


    

 


EXHIBIT A


 


LEGEND


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN
THE AGREEMENTS BY AND AMONG GTY TECHNOLOGY HOLDINGS INC. (THE “COMPANY”), GTY INVESTORS, LLC AND THE OTHER SIGNATORIES
THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS
AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT
REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH
THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE
AND ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION
RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 




    	 	 	 



     


    

 


EXHIBIT B


 


[Form of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


 


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO 

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE 

WARRANT AGREEMENT DESCRIBED BELOW


 


GTY TECHNOLOGY HOLDINGS INC.


Incorporated Under the Laws of the Cayman
Islands


 


CUSIP [•]


 


Warrant Certificate


 


This Warrant Certificate
certifies that              , or registered assigns, is the registered holder of      warrants (the “Warrants”) to purchase
Class A Ordinary Shares, $0.0001 par value (the “Ordinary Shares”), of GTY Technology Holdings Inc., a Cayman
Islands exempted company (the “Company”). Each whole Warrant entitles the holder, upon exercise during the Exercise
Period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable
Ordinary Shares (each, a “Warrant”) as set forth below, at the exercise price (the “Exercise Price”)
as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided
for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise
Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant
Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant
Agreement.


 


Each whole Warrant
is initially exercisable for one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon exercise
of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share,
the Company will, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant
holder. The number of the Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of
certain events set forth in the Warrant Agreement.


 


The initial Exercise Price per Ordinary
Share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain
events set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised
by the end of such Exercise Period, such Warrants shall become void.


 


Reference is hereby made to the further
provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.


 


This Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall be governed
by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles
thereof.


 




    	 	 	 



     


    

 





	 	GTY TECHNOLOGY HOLDINGS INC.
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST
	 	COMPANY as Warrant Agent
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  







 




    	 	 	 



     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced
by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary
Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of               (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part
of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder
hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the
meanings given to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement
provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon the exercise of the Warrants set
forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would
be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest
whole number of Ordinary Shares to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered at
the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.


 


Upon due presentation
for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or
other governmental charge imposed in connection therewith.


 


The Company and the
Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of
the Company.


 




    	 	 	 



     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Ordinary Shares and herewith tenders
payment for such Ordinary Shares to the order of GTY Technology Holdings Inc. (the “Company”) in the amount
of $          in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in
the name of           whose address is                 and that such Ordinary Shares be delivered to                whose address is              . If said number of shares is less
than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the
remaining balance of such Ordinary Shares be registered in the name of               , whose address is              and that such Warrant Certificate be
delivered to           , whose address is        .


 


In the event that the
Warrant has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has
required cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of Ordinary Shares that this Warrant
is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that the Warrant is a Private
Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant
Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection
3.3.1(c) of the Warrant Agreement.


 


In the event that the
Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number
of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant
Agreement.


 


In the event that the
Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary
Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement
which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant
Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after
giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance
of such Ordinary Shares be registered in the name of                 , whose address is                     and that such Warrant Certificate be delivered to            , whose
address is           .


 


[Signature Page Follows]


 




    	 	 	 



     


    

 


	Date:                          , 20          	   
	 	(Signature)
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)


 


	Signature Guaranteed:	 
	 	 
	 	 


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE).