Exhibit 10.4 


GTY TECHNOLOGY HOLDINGS INC.


 


October 26, 2016


 


GTY Investors, LLC


1180 North Town Center Drive


Suite 100


Las Vegas, Nevada 89144


 


Re: Administrative Services Agreement


 


Ladies and Gentlemen:


 


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”):


 


(1)         The
Sponsor shall make available to the Company, at 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144 (or any successor
location of the Sponsor), certain office space, secretarial support and administrative services as may be reasonably required by
the Company. In exchange therefor, the Company shall reimburse the Sponsor up to $10,000 per month on the Listing Date and continuing
monthly thereafter until the Termination Date; and


 


(2)         The
Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or
arising out of, this Agreement (each, a “Claim”) in or to, and any and all right to seek payment of any
amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which
substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”),
and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this Agreement, which Claim
would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and
further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies
or other assets in the Trust Account for any reason whatsoever.


 


This Agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby.


 


This Agreement may not
be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign
either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other
party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer
or assign any interest or title to the purported assignee.


 


This Agreement, the entire
relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or
equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without
giving effect to its choice of law principles.


 


[Signature page follows]


 




    	 		 



     


    

 


	 	
        Very truly yours,

	 	 
	 	 GTY TECHNOLOGY HOLDINGS INC.
	 	 
	 	By:	/s/ Harry L. You
	 	 	Name: Harry L. You
	 	 	Title: President & CFO


 


	AGREED AND ACCEPTED BY:
	 
	GTY INVESTORS, LLC
	 
	By:	/s/ Harry L. You	 
	 	Name: Harry L. You
	 	Title: Manager


 


[Signature
Page to Administrative Services Agreement]