Exhibit 4.1


 


	NUMBER	UNITS
	U-	 


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP [●]


 


GTY TECHNOLOGY HOLDINGS INC.


 


UNITS CONSISTING OF ONE CLASS A ORDINARY
SHARE AND ONE-THIRD OF ONE WARRANT,


EACH WHOLE WARRANT ENTITLING THE HOLDER
TO PURCHASE ONE CLASS A ORDINARY SHARE


 


THIS CERTIFIES THAT                 is the owner of                  Units
of GTY Technology Holdings Inc., a Cayman Islands exempted company (the “Company”), transferrable on
the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


Each Unit (“Unit”)
consists of one (1) Class A Ordinary Share, par value $0.0001 per share (“Ordinary Share”), of the Company,
and one-third (1/3) of one warrant (the “Warrant”). Each whole Warrant entitles the holder to purchase
one Ordinary Share for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty
(30) days after the Company’s completion of a merger, share exchange, asset acquisition, share purchase, reorganization or
other similar business combination with one or more businesses (each a “Business Combination”), or (ii)
twelve (12) months from the closing of the Company’s initial public offering, and will expire unless exercised before 5:00
p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business
Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Ordinary Shares and
Warrants comprising the Units represented by this certificate are not transferable separately prior to                 , 2016, unless Citigroup
Global Markets Inc. elects to allow separate trading earlier, subject to the Company’s filing of a Current Report on Form
8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the
gross proceeds of the offering and issuing a press release announcing when separate trading will begin. The terms of the Warrants
are governed by a Warrant Agreement, dated as of                  , 2016, between the Company and Continental Stock Transfer & Trust Company,
as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of
this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent
at 17 Battery Place, New York, New York 10004, and are available to any Warrant holder on written request and without cost.


 


This certificate is
not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Company.


 


This certificate shall
be governed by and construed in accordance with the internal laws of the State of New York.


 


Witness the facsimile
signature of a duly authorized signatory of the Company.


 


	 	 	 
	 	Authorized Signatory	 


 


	 	 	 
	 	Transfer Agent	 


 




    	 	 	 



     


    

 


GTY Technology Holdings Inc.


 


The Company will furnish
without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of equity or series thereof of the Company and the qualifications, limitations,
or restrictions of such preferences and/or rights.


 


The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:


 


	TEN COM	— 	as tenants in common	 	UNIF GIFT MIN ACT	— 	___________ Custodian _____________
	 	 	 	 	 	 	      (Cust)                                (Minor)
	TEN ENT	—	as tenants by the entireties	 	 	 	 
	 	 	 	 	 	 	Under Uniform Gifts to Minors Act
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	 	
        ________________________________

        (State)



 


Additional abbreviations may also be used
though not in the above list.


 


For value received,                      hereby
sell, assign and transfer unto                      


 


(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)


 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)


 


Units represented by the within certificate,
and do hereby irrevocably constitute and appoint                                            Attorney
to transfer the said Units on the books of the within named Corporation with full power of substitution in the premises.


 


Dated


 


	 	 	 
	 	Notice: 	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


 


Signature(s) Guaranteed:


 


	 	 
	THE SIGNATURE(S) MUST 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 S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)). 	 


 




    	 	 	 



     


    

 


As more fully described
in, and subject to the terms and conditions described in, the Company’s final prospectus for its initial public offering
dated                      ,
the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established
in connection with the Company’s initial public offering (i) in the event that the Company redeems the Class A Ordinary Shares
sold in its initial public offering and liquidates because it does not consummate an initial business combination within the time
period set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended
from time to time, or (ii) if the holder(s) properly redeem for cash his, her or its respective Class A Ordinary Shares included
in the Unit(s) represented by this certificate in connection with (x) a proxy solicitation or tender offer in connection with a
proposed initial business combination or (y) a shareholder vote to amend the Company’s Amended and Restated Memorandum and
Articles of Association that would affect substance or timing of the Company’s obligation to redeem 100% of the Class A Ordinary
Shares if it does not consummate an initial business combination within the time set forth in the Company’s Amended and Restated
Memorandum and Articles of Association, as the same may be amended from time to time. In no other circumstances shall the holder(s)
have any right or interest of any kind in or to the trust account.