Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


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


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-___________ (the “Registration Statement”) and prospectus
(the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary
Shares”), and one-third of one warrant, each whole warrant entitling the holder thereof to purchase one Ordinary
Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective
as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company
has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets
Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS, as described
in the Prospectus, $300,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in
the Underwriting Agreement) (or $345,000,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered
to the Trustee to be deposited and held in a segregated trust account located in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter
provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the
“Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred
to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together
as the “Beneficiaries”); and


 


WHEREAS, pursuant to
the Underwriting Agreement, a portion of the Property equal to $10,500,000, or $12,075,000 if the Underwriters’ over-allotment
option is exercised in full is attributable to deferred underwriting discounts and commissions that will be payable by the Company
to the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


WHEREAS, the Company
and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property.


 


NOW THEREFORE, IT IS
AGREED:


 


1.          Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)          Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by
the Trustee in the United States at J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is
reasonably satisfactory to the Company;


 


(b)          Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


  


(c)          In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under
the Investment Company Act of 1940, as amended (or any successor rule), which invest only
in direct U.S. government treasury obligations, as determined by the Company; it being understood that the Trust Account will earn
no interest while account funds are uninvested awaiting the Company’s instructions hereunder;


 


(d)          Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 




     


     


    

 


(e)          Promptly
notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f)          Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(g)          Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)          Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i)          Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either
Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer or a Co-Chief
Executive Officer, President, Chief Financial Officer or Co-Chairman of the Board of Directors (the “Board”)
or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the
Trust Account, including any amounts representing interest earned on the Trust Account (less up to $100,000 to pay dissolution
expenses and net of taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided,
that, in the case a Termination Letter in the form of Exhibit A is received, unless otherwise agreed between the Company
and the Representative, the Trustee shall not release any funds unless the Termination Letter and the other documents referred
to therein expressly provide that the Deferred Discount is paid directly to the account or accounts directed by the Representative
on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person,
or (y) upon the date which is the later of (1) 24 months after the closing of the Offering and (2) such later date as may
be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles
of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account
shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the
Property in the Trust Account, including any amounts representing interest earned on the Trust Account (less up to $100,000 to
pay dissolution expenses and net of taxes payable, it being understood that the Trustee has no obligation to monitor or question
the Company’s position that an allocation has been made for taxes payable), shall be distributed to the Public Shareholders
of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially
similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination
Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until
twelve (12) months following the date the Property has been distributed to the Public Shareholders;


  


(j)          Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute
to the Company the amount of interest earned on the Property requested by the Company to cover any income tax obligation owed by
the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered
directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment
to the relevant taxing authority so long as there is no reduction in the principal amount initially deposited in the Trust Account; provided,
however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall
liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution (it
being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from
the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company
is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request; and


 




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(k)       Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute
to the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted
in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles
of association that would affect the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary
Shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s
amended and restated memorandum and articles of association. The written request of the Company referenced above shall constitute
presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said
request; and


 


(l) Not make
any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


2.          Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)          Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman or a Co-Chairman of the Board, President,
Chief Executive Officer or a Co-Chief Executive Officer or Chief Financial Officer. In addition, except with respect to its duties
under Sections 1(i), (j) or (k)hereof, the Trustee shall be entitled to rely on, and shall be protected
in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be
given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm
such instructions in writing;


  


(b)          Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder
and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with
any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the
Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any
action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that
the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such
consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c)          Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and
transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections
1(i) through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first
annual administration fee at the consummation of the Offering. The Trustee shall refund to the Company the annual administration
fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible
for any other fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in Section
2(b) hereof;


 


(d)          In
connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote
of such shareholders regarding such Business Combination;


 


(e)          Provide
the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)          Unless
otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A)
delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount
is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer
of the funds held in the Trust Account to the Company or any other person;


 




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(g)          Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
to make any distributions that are not permitted under this Agreement; and


 


(h)          Within
four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which, unless otherwise
agreed between the Company and the Representative, shall in no event be less than $10,500,000.


 


3.          Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)          Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
Agreement and that which is expressly set forth herein;


 


(b)          Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)          Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)         Refund
any depreciation in principal of any Property;


 


(e)          Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)          The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice
of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also
as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable
care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice
or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced
by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee
are affected, unless it shall give its prior written consent thereto;


 


(g)         Verify
the accuracy of the information contained in the Registration Statement;


 


(h)          Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;


 


(i)          File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j)          Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not
limited to, income tax obligations, except pursuant to Section 1(j) hereof; or


 




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(k)          Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) or 1(k) hereof.


 


4.          Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such
Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust
Account.


 


5.          Termination.
This Agreement shall terminate as follows:


 


(a)          If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the
terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but
not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that in the event that the Company does not locate a successor trustee within
ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property
deposited with any court in the State of New York or with the United States District Court for the Southern District of New York
and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)          At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance
with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6.          Miscellaneous.


 


(a)          The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names,
account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


  


(b)          This
Agreement shall be governed by and construed and enforced in accordance with 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. This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(c)          This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without
the affirmative vote of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value
$0.0001 per share, of the Company, voting together as a single class; provided that no such amendment will affect any Public Shareholder
who has properly elected to redeem his Ordinary Shares in connection with a shareholder vote to amend this Agreement that would
affect the substance or timing of the Company’s obligation to redeem 100% of its Ordinary Shares if the Company does not
complete its initial Business Combination within the time frame specified in the Company’s Amended and Restated Memorandum
and Articles of Association), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct
a typographical error) by a writing signed by each of the parties hereto.


 




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(d)          The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)          Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or by electronic mail:


 


	 	if to the Trustee, to:	 
	 	 	 
	 	Continental Stock Transfer & Trust Company	 
	 	17 Battery Place	 
	 	New York, New York 10004	 
	 	Attn: __________________	 
	 	_______________________	 
	 	 	 
	 	if to the Company, to:	 
	 	 	 
	 	GTY Technology Holdings Inc.	 
	 	1180 North Town Center Drive, Suite 100	 
	 	Las Vegas, Nevada 89144	 
	 	Attn: __________________	 
	 	______________________	 
	 	 	 
	 	in each case, with copies to:	 
	 	 	 
	 	Winston & Strawn LLP	 
	 	200 Park Avenue	 
	 	New York, New York 10166	 
	 	Attn: Joel L. Rubinstein	 
	 	Jrubinstein@winston.com	 
	 	 	 
	 	and	 
	 	 	 
	 	Citigroup Global Markets Inc.	 
	 	388 Greenwich St, 	 
	 	New York, NY 10013 	 
	 	Attn.: Neil Shah	 
	 	Neil.shah@citi.com	 
	 	 	 
	 	and	 
	 	 	 
	 	Weil, Gotshal & Manges LLP  	 
	 	767 Fifth Avenue	 
	 	New York, NY 10153	 
	 	Attn.: Jennifer A. Bensch	 
	 	Jennifer.Bensch@weil.com	 


 


(g)          Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds
in the Trust Account under any circumstance.


 




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(h)          Each
of the Company and the Trustee hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third-party
beneficiary of this Agreement.


 


(i)          Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity.


  


[Signature Page Follows]


 




    	 	7	 



     


    

 


IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


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

	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:  


 


[Signature Page to Investment Management
Trust Agreement]


 




     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	1,500.00	 
	 	 	 	 	 	 	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Section 1	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i)	 	Billed to Company upon delivery of service pursuant to Section 1(i)	 	 	Prevailing rates	 



   




     


     


    




 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


	Continental Stock Transfer & Trust Company
	17 Battery Place
	New York, New York 10004
	Attn: ___________________________


 


		Re:	Trust Account No.       Termination
Letter



 


Gentlemen:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between GTY Technology Holdings Inc. (the “Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________ (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with ___________ (the “Target
Business”) to consummate a business combination with Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date
of the consummation of the Business Combination (the “Consummation Date”). Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date],
and to transfer the proceeds into the trust checking account in the United States at J.P. Morgan Chase Bank, N.A. to the effect
that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account
or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf
of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that the aforementioned trust checking
account is a non-interest bearing account and that while the funds are on deposit in said trust checking account awaiting distribution,
no interest will be earned.


 


On the Consummation
Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer or a Co-Chief Executive Officer, which
verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b)
written instruction signed by the Company with respect to the transfer of the funds held in the Trust Account, including payment
of amounts owed to public shareholders who have properly exercised their redemption rights and payment of the Deferred Discount
from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance
with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by
the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to
whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution
of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account,
your obligations under the Trust Agreement shall be terminated.


 


In the event that the
Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on
or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from
the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the
business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	GTY Technology Holdings Inc.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	
        cc: Citigroup Global Markets Inc. 
	 


 




     


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


17 Battery Place


New York, New York 10004


Attn: ___________________________


 


		Re:	Trust Account No.       Termination
Letter



 


Gentlemen:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between GTY Technology Holdings Inc. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of __________ (the
“Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination
with a Target Business (the “Business Combination”) within the time frame specified in the Company’s
Amended and Restated Memorandum and Articles of Association, as described in the Company’s Prospectus relating to the Offering.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on ____________,
20___ and to transfer the total proceeds into the trust checking account in the United States at J.P. Morgan Chase Bank, N.A. to
await distribution to the Public Shareholders. The Company has selected __________ as the record date for the purpose of determining
the Public Shareholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record
and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders
in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the
Company. It is acknowledged and agreed that the aforementioned trust checking account is a non-interest bearing account and that
while the funds are on deposit in said trust checking account awaiting distribution, no interest will be earned. Upon the distribution
of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account,
your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j)
of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	GTY Technology Holdings Inc.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	cc:  Citigroup Global Markets Inc.	 


 




     


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


	Continental Stock Transfer & Trust Company
	17 Battery Place
	New York, New York 10004
	Attn: ___________________________


 


		Re:	Trust Account No.       
Tax Payment Withdrawal Instruction



 


Gentlemen:


 


Pursuant to Section
1(j) of the Investment Management Trust Agreement between GTY Technology Holdings Inc. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of __________ (the
“Trust Agreement”), the Company hereby requests that you deliver to the Company $___________   of
the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


The Company needs such
funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of
the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt
of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	GTY Technology Holdings Inc.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	cc:  Citigroup Global Markets Inc.	 


 




     


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


	Continental Stock Transfer & Trust Company
	17 Battery Place
	New York, New York 10004
	Attn: ____________________________


 


		Re:	Trust Account No.       Shareholder
Redemption Withdrawal Instruction



 


Gentlemen:


 


Pursuant to Section
1(k) of the Investment Management Trust Agreement between GTY Technology Holdings Inc. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of __________ (the
“Trust Agreement”), the Company hereby requests that you deliver to the Company $___________   of
the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall
have the meanings set forth in the Trust Agreement.


 


The Company needs such
funds to pay its public shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection
with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association
that would affect the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares if the
Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and
restated memorandum and articles of association. As such, you are hereby directed and authorized to transfer (via wire transfer)
such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	GTY Technology Holdings Inc.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	cc:  Citigroup Global Markets Inc.