Exhibit 10.21


 


WAIVER
OF


AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS
WAIVER OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Waiver”), dated as of April
17, 2020, is made and entered into by and among Grid Dynamics Holdings, Inc., a Delaware corporation (the “Company”),
and the “Holders” as defined in the Amended and Restated Registration Rights Agreement by and among
the Company and the Holders dated as of March 5, 2020 (the “Agreement”). Capitalized terms not
otherwise defined herein shall have the meanings assigned to them in the Agreement.


 


RECITALS


 


WHEREAS,
the Company and the Holders are party to the Agreement;


 


WHEREAS,
Section 2.1.1 of the Agreement provides that the Company shall file and use its commercially reasonable efforts to cause to
be effective within forty-five (45) days of the Closing Date, a Form S-3 Shelf or a Form S-1 Shelf, in each case, covering the
resale of all the Registrable Securities;


 


WHEREAS,
Section 5.5 of the Agreement provides that compliance with any of the provisions, covenants and conditions set forth in the
Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified, upon the written consent
of the parties specified in such section; and


 


WHEREAS,
the Company and the Holders desire to waive certain provisions of Section 2.1.1 of the Agreement.


 


NOW,
THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


AGREEMENT


 


1.
Waiver. The Holders hereby waive compliance with the requirement in Section 2.1.1 of the Agreement that the Form S-3 Shelf
or Form S-1 Shelf be filed and effective within forty-five (45) days of the Closing Date; provided, however, that the Company
shall file the Form S-3 Shelf or Form S-1 Shelf no later than one (1) business day following the filing of the Company’s
quarterly report on Form 10-Q for the three months ended March 31, 2020 (due May 11, 2020) and in no case later than May 12, 2020,
and shall use its best efforts to cause such Form S-3 Shelf or Form S-1 Shelf to be declared effective by the Commission as soon
thereafter as possible.


 


2.
Continued Validity of Agreement. Except as waived and amended hereby, the Agreement shall continue in full force and effect
as originally constituted.


 


3.
Counterparts. This Waiver may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which
shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


4.
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS WAIVER MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES
EXPRESSLY AGREE THAT (I) THIS WAIVER SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO
AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT
OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS WAIVER SHALL BE ANY STATE
OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.


 


[Signature
Page Follows]


 






    -1-


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Waiver to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	GRID
    DYNAMICS HOLDINGS, INC.
	 	 	 
	 	By:	/s/
    Leonard Livschitz
	 	 	Name:
    Leonard Livschitz
	 	 	Title:
    CEO





 






    [Signature Page to Waiver of Registration Rights Agreement]
 
-2-


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Waiver to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	CHASERG
    TECHNOLOGY SPONSOR LLC
	 	 
	 	By:	/s/
    Lloyd Carney
	 	 	Name:
    Lloyd Carney
	 	 	Title:
    Managing Member
	 	 	 
	 	By:	/s/
    Steven Fletcher
	 	 	Name:
    Steven Fletcher
	 	 	Title:
    Managing Member
	 	 	 
	 	By:	/s/
    Alex Vieux
	 	 	Name:
    Alex Vieux
	 	 	Title:
    Managing Member








 






    [Signature Page to Waiver of Registration Rights Agreement]
 
-3-


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Waiver to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	CANTOR
    FITZGERALD & CO.
	 	 
	 	By:	/s/
    Mark Kaplan
	 	 	Name:
    Mark Kaplan
	 	 	Title:
    Global Chief Operating Officer








 






    [Signature Page to Waiver of Registration Rights Agreement]
 
-4-


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Waiver to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	GDD
    INTERNATIONAL HOLDING COMPANY
	 	 
	 	By:	/s/
    Wang Yueou
	 	 	Name:
    Wang Yueou
	 	 	Title:
    Director





 






    [Signature Page to Waiver of Registration Rights Agreement]
 
-5-


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Waiver to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	GDB
    INTERNATIONAL INVESTMENT LTD.
	 	 
	 	By:	/s/
    Wang Yueou
	 	 	Name:
    Wang Yueou
	 	 	Title:
    Director





 






    [Signature Page to Waiver of Registration Rights Agreement]
 
-6-


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Waiver to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	AUTOMATED
    SYSTEMS HOLDINGS LIMITED
	 	 
	 	By:	/s/
    Wang Yueou
	 	 	Name:
    Wang Yueou
	 	 	Title:
Chief Executive Officer









 






    [Signature Page to Waiver of Registration Rights Agreement]
 
-7-


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Waiver to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	BGV
    OPPORTUNITY FUND L.P.
	 	 
	 	By:	/s/
    Eric Benhamou
	 	 	Name:
    Eric Benhamou
	 	 	Title:
    Founder and General Partner








 






    [Signature Page to Waiver of Registration Rights Agreement]
 
-8-


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Waiver to be executed as of the date first written above.


 


	 	HOLDERS
	 	 
	 	RENASCIA
    FUND B LLC
	 	 
	 	By:	/s/
    Shuo Zhang
	 	 	Name:
    Shuo Zhang
	 	 	Title:
    General Manager





 






    [Signature Page to Waiver of Registration Rights Agreement]
 
-9-


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Waiver to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	VLSK2019
    LLC
	 	 	 
	 	By:	/s/
    Victoria Livschitz
	 	 	Name:
    Victoria Livschitz
	 	 	Title:
    Member








 






    [Signature Page to Waiver of Registration Rights Agreement]
 
-10-


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Waiver to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	LIVSCHITZ
    CHILDREN’S CHARITABLE TRUST
	 	 	 
	 	By:	/s/
    Victoria Livschitz
	 	 	Name:
    Victoria Livschitz
	 	 	Title:
    Trustee





 






    [Signature Page to Waiver of Registration Rights Agreement]
 
-11-


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Waiver to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	VICTORIA
    LIVSCHITZ CHARITABLE TRUST
	 	 	 
	 	By:	/s/
    Victoria Livschitz
	 	 	Name:
    Victoria Livschitz
	 	 	Title:
    Trustee





 






    [Signature Page to Waiver of Registration Rights Agreement]
 
-12-


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Waiver to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	O.
    FOX CHARITABLE TRUST
	 	 	 
	 	By:	/s/
    Stan Klimoff
	 	 	Name:
    Stan Klimoff
	 	 	Title:
    Trustee


 


 


[Signature Page to Waiver of Registration
Rights Agreement]


 


-13-