Exhibit 4.1


 


Assignment
and Acknowledgement


 


THIS ASSIGNMENT
AND ACKNOWLEDGEMENT (this "Assignment and Acknowledgement") is by and among Continental Stock Transfer & Trust
Company ("Assignor"), Broadridge Corporate Issuer Solutions, Inc. ("Assignee") and GTY Technology Holdings
Inc. (“GTY”), a Massachusetts corporation. Assignor, Assignee and GTY each is referred to herein as a “Party”
and together are referred to herein as the “Parties.”


 


Recitals


 


WHEREAS, Assignor and GTY are parties to the Warrant
Agreement effective as of October 26, 2016, as amended by the Assignment and Assumption Agreement entered into as of February 19, 2019
by and among GTY Technology Holdings Inc., a Cayman Islands exempted company, GTY and Assignor (the "Agreement");


 


WHEREAS, Assignor desires to transfer and assign
to Assignee its rights, duties and obligations under the Agreement and Assignee desires to accept such assignment; and


 


WHEREAS, GTY is willing to agree to such assignment.


 


NOW, THEREFORE, for and in consideration of the
mutual covenants and agreements contained in this Assignment and Acknowledgement, and other good and valuable consideration, the receipt
and sufficiency of which are acknowledged, the Parties covenant and agree as follows:


 


Agreement


 


		1.	Assignment. Assignor hereby assigns, transfers, conveys
and delivers to Assignee, effective as of the date the last Party has signed below (the "Effective Date"), all of Assignor's
rights, duties and obligations under the Agreement accruing on and after the Effective Date.



 


		2.	Assumption. Assignee hereby accepts such assignment
and agrees to assume all of Assignor's rights, duties and obligations under the Agreement accruing on or after the Effective Date.



 


		3.	Acknowledgement. For the avoidance of doubt, Assignor
acknowledges that it no longer is Warrant Agent under the Agreement or transfer agent and registrar for GTY and the Transfer Agency and
Registrar Services Agreement dated as of October 26, 2016 between Assignor and GTY has terminated.



 


		4.	Miscellaneous. This Assignment and Acknowledgement shall
inure to the benefit of and be binding upon the Parties hereto and their successors and assigns. Capitalized terms used but not otherwise
defined in this Assignment and Acknowledgement have the respective meanings as set forth in the Agreement. This Assignment and Acknowledgement
shall be governed by and construed in accordance with the same laws that govern the Agreement. This Assignment and Acknowledgement may
be executed by facsimile or electronically, and each such facsimile or electronic signature shall be deemed to be an original.



 


[Signature Page
Follows]


 






    


     


    

 


IN WITNESS WHEREOF, each Party has executed this Assignment and Acknowledgement
as of the date that appears below such Party’s name.


 


	
    CONTINENTAL STOCK TRANSFER &
TRUST COMPANY

     

     
	 	
    BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.

     

     

	By:	/s/ Erika Young	 	By:	/s/ John P. Dunn
	Name:	Erika Young	 	Name:	John P. Dunn
	Title:	Vice President	 	Title:	SVP
	Date:	9/13/21	 	Date:	September 20, 2021


 


 


	
    GTY TECHNOLOGY HOLDINGS INC.

     

     
	 
	By:	/s/ Jon C. Bourne	 
	Name:	Jon C. Bourne	 
	Title:	
    Executive Vice President, General Counsel and Secretary
	 
	Date:	September 20, 2021	 


 






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