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

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

Exhibit 4.2

AMENDMENT TO WARRANT AGREEMENT

Reference is made to that certain Warrant Agreement effective as of October 26, 2016 by and between GTY Technology Holdings Inc. (“GTY”) and Continental Stock Transfer & Trust Company (“Continental”), as amended by the Assignment and Assumption Agreement entered into as of February 19, 2019 by an among GTY Technology Holdings Inc., a Cayman Islands exempted company, GTY and Continental (the “Agreement”). Capitalized terms used herein and not otherwise defined shall have those meanings ascribed to them in the Agreement.

WHEREAS, GTY has engaged Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”) to provide certain transfer agent and registrar services under the Corporate Issuer Services Agreement dated as of April 14, 2021 between Broadridge and GTY;

WHEREAS, immediately before entering into this Amendment to Warrant Agreement (this “Amendment”), GTY, Broadridge and Continental entered into an Assignment and Acknowledgement (the “Assignment and Acknowledgment”) pursuant to which Continental assigned all of its rights, duties and obligations accruing on or after the effective date of the Assignment and Acknowledgement to Broadridge and acknowledged that it no longer is the Warrant Agent under the Agreement; and

WHEREAS, GTY desires to formally designate Broadridge as Warrant Agent under the Agreement and the parties desire to amend the Agreement on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged by each of the undersigned, Broadridge and GTY agree as follows:

Broadridge Corporate Issuer Solutions, Inc. (in such capacity, the “Transfer Agent”)

Warrant Agent represents and warrants that it is and any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation in good standing and having an office in the Borough of Manhattan, City and State of New York, and authorized under applicable laws to exercise the powers necessary to perform its obligations hereunder and subject to supervision or examination by federal or state authority.

8.2.4 Termination. Either party may terminate this Agreement upon at least sixty (60) days’ prior written notice to the other party. Warrant Agent’s and Company’s continuing obligations under this Agreement shall survive the termination of this Agreement.

Broadridge Corporate Issuer Solutions, Inc.

51 Mercedes Way

Edgewood, New York 11717

Attn: Corporate Actions Department

with a copy (which shall not constitute notice) to:

Broadridge Financial Solutions, Inc.,

2 Gateway Center, Newark, New Jersey 07102

Email: legalnotices@broadridge.com Counsel.

Attn: General Counsel

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IN WITNESS WHEREOF, this Amendment has been executed by the duly authorized representative of the parties hereto and shall be effective immediately following the time at which the Assignment and Acknowledgement is effective.