Exhibit 2.1

AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER

This Amendment No. 3 (this “ Amendment ”) to that certain Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of September 12, 2018 as amended on November 4, 2018 and on December 28, 2018, by and among CityBase, Inc., a Delaware corporation (the “ Company ”), GTY Technology Holdings Inc., a Cayman Islands exempted company (“ GTY ”), GTY Govtech, Inc. (f/k/a GTY Technology Holdings Inc.), a Massachusetts corporation (“ Holdings ”), GTY CB Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the CB Holders’ Representative, is effective as of February 12, 2019. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

RECITALS

WHEREAS, the Company, GTY, Merger Sub and Shareholder Representative Services LLC are Parties to the Merger Agreement; and

WHEREAS, the Parties desire to amend the Merger Agreement as set forth below.

NOW, THEREFORE, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:

1.           Amendment of Section 1.2 of the Merger Agreement . Section 1.2 of the Merger Agreement is hereby amended and restated in its entirety to read:

“1.2            Effect of Merger on Capital Stock . At the Effective Time, by virtue of the Merger, and without any action on the part of the Company, Merger Sub, Holdings, GTY or any CB Holder:

(a)           Merger Sub Capital Stock . Each Share of Capital Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one (1) fully paid and nonassessable share of common stock of the Surviving Company.

(b)           CB Shares held by Accredited CB Holders . Each CB Common Share issued and outstanding immediately prior to the Effective Time that is held by an Accredited CB Holder shall be automatically converted into the right to receive (A) an amount of cash equal to the Per Indemnity Share Closing Cash Consideration, calculated as set forth in Schedule 1.2(b), payable to the holder thereof in accordance with the procedures set forth in Section 1.6 , plus (B) the amount of Election Shares equal to the Per Indemnity Share Closing Stock Consideration; provided, that the total number of Election Shares to be received by any Accredited CB Holder in respect of such Accredited CB Holder’s CB Common Shares shall be aggregated and rounded down to the nearest whole number of shares and any Accredited CB Holder who would otherwise be entitled to a fraction of an Election Share shall receive, in lieu of such fractional Election Share, cash in an amount equal to ten dollars ($10.00) per Election Share plus (C) the amounts, if any, that become payable in respect of such CB Share in the future from the Purchase Price Escrow Account, plus (D) the amounts, if any, that become payable in respect of such CB Share in the future from the Indemnity Escrow Account, plus (E) the amounts, if any, that become payable in respect of such CB Share in the future from the remaining balance of the Expense Fund, if any, pursuant to Section 10.18(e) , plus (F) the Earnout Consideration in accordance with Exhibit B (collectively, the “ Per Indemnity Share Merger Consideration ”), and the holders thereof shall cease to have any further rights as holders of CB Shares. The payment of the Earnout Consideration shall be made in accordance with Exhibit B .

(c)           CB Shares held by Non-Accredited CB Holders . Each CB Common Share issued and outstanding immediately prior to the Effective Time that is held by any CB Holder other than an Accredited CB Holder shall be automatically converted into the right to receive (A) an amount equal to the Per Share Closing Cash Consideration, calculated as set forth in Schedule 1.2(b), payable to the holder thereof in accordance with the procedures set forth in Section 1.6 , plus (B) the amounts, if any, that become payable in respect of such CB Share in the future from the Purchase Price Escrow Account, plus (C) the amounts, if any, that become payable in respect of such CB Share in the future from the remaining balance of the Expense Fund, if any, pursuant to Section 10.18(e) , plus (D) the Earnout Consideration in accordance with Exhibit B (collectively, the “ Per Share Merger Consideration ”), and the holders thereof shall cease to have any further rights as holders of CB Shares. The payment of the Earnout Consideration shall be made in accordance with Exhibit B .

(d)           Dissenting Shares . Notwithstanding the foregoing provisions of this Article 1 any CB Shares held by Persons who object to the Merger and comply with the provisions of the DGCL concerning the rights of holders of CB Shares to dissent from the Merger and require appraisal of their CB Shares (“ Dissenting Shares ” and such Persons, “ Dissenting Stockholders ”) shall not be converted into a right to receive any portion of the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Company in accordance with the DGCL; provided , however , that (i) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a CB Share immediately prior to the Effective Time and converted, as of the Effective Time, into a right to receive from the Surviving Company the portion of the Merger Consideration deliverable in respect thereof as determined in accordance with this Article 1 , without any interest thereon (and such holder shall be treated as a CB Holder). The Company shall provide GTY reasonably prompt written notice of any demands received by the Company for appraisal of CB Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and GTY shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Without the prior written consent of GTY, the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the Effective Time, no stockholder of the Company who has properly exercised and perfected appraisal rights pursuant to the DGCL shall be entitled to vote his or her CB Shares for any purpose or receive payment of dividends or other distributions with respect to his or her CB Shares (except dividends and distributions payable to stockholders of record at a date which is prior to the Effective Time).

(e)          Prior to the Effective Time, the Company shall take all actions that may be necessary to ensure that no shares of Series A Preferred Stock, $0.00001 par value, of the Company, no shares of Series B Preferred Stock, $0.00001 par value of the Company, and no shares of any other series of preferred stock of the Company are outstanding as of the Effective Time.”

2.           Amendment of Section 1.4(a) of the Merger Agreement . Section 1.4(a) of the Merger Agreement is hereby amended and restated in its entirety to read:

(a)          “ Treatment of Vested Qualifying Options . None of the Surviving Company, GTY or Holdings will assume any Option that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable. Subject to a Vested Qualifying Option Holder providing the Company with a duly completed and validly executed Option Cancellation Agreement, each Vested Qualifying Option held by such Vested Qualifying Option Holder that is unexpired and unexercised immediately prior to the Effective Time shall be cancelled and converted at the Effective Time into the right to receive (A) an amount in cash, without interest, equal to the product of (a) that number of CB Common Shares for which such Vested Qualifying Option is exercisable, multiplied by (b) the Per Option Closing Cash Consideration, calculated as set forth in Schedule 1.2(b), which Per Option Closing Cash Consideration will then be reduced by any applicable Taxes; plus (B) the amounts, if any, that become payable in respect of such Vested Qualifying Option in the future from the Purchase Price Escrow Account, plus (C) the amounts, if any, that become payable in respect of such Vested Qualifying Option in the future from the remaining balance of the Expense Fund, if any, pursuant to Section 10.18(e) , plus (D) the Earnout Consideration in accordance with Exhibit B (the “ Per Option Merger Consideration ”); provided that each Key Optionholder shall receive a portion of the Per Option Closing Cash Consideration payable to such Key Optionholder in an amount equal to the Per Election Share Amount in newly issued Election Shares, each with a nominal value of Ten Dollars ($10.00) per share, in lieu of cash provided, that the total number of Election Shares to be received by any Key Optionholder in respect of such Key Optionholder’s Vested Qualifying Options shall be aggregated and rounded down to the nearest whole number of Election Shares and any Key Optionholder who would otherwise be entitled to a fraction of an Election Share shall receive, in lieu of such fractional Election Share, cash in an amount equal to ten dollars ($10.00) per Election Share.”

3.           Amendment of Sections 1.6 of the Merger Agreement . Sections 1.6 of the Merger Agreement is hereby amended and restated in its entirety to read:

“1.6.         Payment and Delivery of Merger Consideration.

(a)          Immediately prior to the Effective Time, GTY shall deposit, or shall cause to be deposited with Continental Stock Transfer & Trust Company or such other bank or trust company that may be designated by GTY and be reasonably acceptable to the Company to act as the Company’s transfer agent and the exchange agent (the “ Exchange Agent ”), for the benefit of the CB Holders, for exchange in accordance with this Section 1.6 through the Exchange Agent, sufficient funds, and instructions to issue the Election Shares, in an aggregate amount necessary for the payment of:

(i)          the Per Indemnity Share Closing Cash Consideration and the Per Share Closing Cash Consideration payable to each CB Shareholder, which shall not include any amounts otherwise payable in respect of any Dissenting Shares, and the Per Option Closing Cash Consideration payable to each Vested Qualifying Option Holder; provided that GTY or Holdings will promptly thereafter pay to the Exchange Agent any additional Per Indemnity Share Closing Cash Consideration or Per Share Closing Cash Consideration, as applicable, due to any Dissenting Shares becoming CB Shares in accordance with Section 1.2(b) or Section 1.2(c) , as applicable, the Closing Earnout Payment due to each Closing Earnout Recipient; and

(ii)         the Election Shares to be issued, in book-entry form, in the name of each Accredited CB Holder and each Key Optionholder; subject, in the case of any Key Optionholder who is not an Accredited CB Holder, to receipt of an Option Cancellation Agreement and Election Form, duly completed and validly executed by such Key Optionholder.

The aggregate Per Indemnity Share Merger Consideration, the aggregate Per Share Merger Consideration, the aggregate Per Option Merger Consideration, and the Election Shares, are referred to herein, collectively, as the “ Merger Consideration .” The funds provided to the Exchange Agent are referred to as the “ Exchange Fund .” The Exchange Agent shall, pursuant to irrevocable instructions, deliver (i) the Per Indemnity Share Closing Cash Consideration, the Per Share Closing Cash Consideration and (ii) the Per Option Closing Cash Consideration contemplated to be issued pursuant to Section 1.2(b) and Section 1.4 , respectively, out of the Exchange Fund. Except as contemplated by Section 1.6(h) hereof, the Exchange Fund shall not be used for any other purpose.

(b)          At the Effective Time, GTY and Holdings shall cause the Purchase Price Escrow Amount to be deposited into the Purchase Price Escrow Account, which Purchase Price Escrow Amount shall be released from the Purchase Price Escrow Account in accordance with the terms of this Agreement and the Escrow Agreement.

(c)          At the Effective Time, GTY and Holdings shall cause the Share Escrow Amount and the Schedule 7.1 Escrow Amount to be deposited into the Indemnity Escrow Account, which Share Escrow Amount and Schedule 7.1 Escrow Amount shall be released from the Indemnity Escrow Account in accordance with the terms of this Agreement and the Escrow Agreement.

(d)          At the Effective Time, GTY and Holdings shall cause the Expense Fund Amount to be deposited into the Expense Fund, which Expense Fund Amount shall be released from the Expense Fund in accordance with the terms of this Agreement.

(e)          As promptly as practicable after the Effective Time, GTY and Holdings shall cause the Exchange Agent to mail to each Person who was, at the Effective Time, a holder of record of CB Shares entitled to receive the Per Indemnity Share Merger Consideration pursuant to Section 1.2(b) or the Per Share Merger Consideration pursuant to Section 1.2(c) : a letter of transmittal in the form attached hereto as Exhibit A (together with all exhibits thereto, the “ Letter of Transmittal ”) which shall among other things, (i) if applicable, specify that the delivery of any certificates evidencing the CB Shares (the “ Certificates ”) shall be effected, and risk of loss and title to the certificates evidencing the Merger Consideration shall pass only upon proper delivery of the Certificates to the Exchange Agent), (ii) provide instructions for receiving the Merger Consideration and if applicable, effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) pursuant to such Letter of Transmittal and (iii) attach an Election Form pursuant to which an Accredited CB Holder shall elect to receive its Per Indemnity Share Closing Stock Consideration in Lockup Election Shares or Redeemable Election Shares. Upon surrender to the Exchange Agent of a Certificate (or affidavits of loss in lieu thereof) for cancellation, together with such Letter of Transmittal (solely if required by the Exchange Agent), duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, including the Election Form, the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration which such holder has the right to receive pursuant to Section 1.2(b) and Section 1.6(a) (which, with respect to any Election Shares, shall be in book-entry form unless a physical certificate is requested), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of CB Shares that is not registered in the transfer records of the Company, the portion of the Merger Consideration to which such holder is entitled pursuant to Section 1.2(b) may be issued to a transferee if the Certificate representing such CB Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 1.6 , each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration to which such holder is entitled pursuant to Section 1.2(b) and Section 1.6(a) .

(f)          No dividends or other distributions declared or made after the Effective Time with respect to the Election Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Election Shares represented thereby, until the holder of such Certificate shall surrender such Certificate. Subject to the effect of escheat, tax or other applicable Laws, following surrender of any such Certificate, there shall be paid to the holder of the Election Shares issued in exchange therefor, without interest, (i) promptly, the amount of dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such Election Shares, and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such Election Shares.

(g)          No certificates evidencing fractional Election Shares shall be issued upon the surrender for exchange of Certificates, and in lieu thereof, each Person who would otherwise be entitled to a fraction of a Election Share shall receive, in lieu of such fractional share, cash in an amount equal to the value of such fractional share.

(h)          Any portion of the Exchange Fund that remains undistributed to any holders of CB Shares for one (1) year after the Effective Time shall be delivered to the Surviving Company, upon demand, and any CB Holders who have not theretofore complied with this Section 1.6 shall thereafter look only to the Surviving Company for the Merger Consideration. Any portion of the Exchange Fund remaining unclaimed by CB Holders as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable Law, become the property of the Surviving Company free and clear of any claims or interest of any Person previously entitled thereto.

(i)          Notwithstanding any provision of this Agreement to the contrary, none of the Exchange Agent, GTY, Holdings, the Surviving Company or any other Person shall be liable to any CB Holder or to any other Person for any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(j)          If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, and, if reasonably required by Holdings, the posting by such Person of a bond, in such reasonable amount as Holdings may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the consideration into which the CB Shares represented by such lost, stolen or destroyed Certificate shall have been converted.”

4.           Amendment of Section 3.3(c) of the Merger Agreement . Section 3.3(c) of the Merger Agreement is hereby amended and restated in its entirety to read:

“(c)          Upon the Closing, the Election Shares will be duly authorized, validly issued, fully paid and non-assessable, and shall be issued without violation of any preemptive rights of any third party free and clear of any Liens, other than Permitted Liens and any restrictions set forth in the CB Holder Lockup Agreement (if such Election Shares are Lockup Election Shares).”

5.           Amendment of Section 6.2(h) of the Merger Agreement . Section 6.2(h) of the Merger Agreement is hereby amended and restated in its entirety to read:

“(h)          each executive of the Company set forth on Schedule 6.2(h) shall have delivered to GTY a duly executed CB Holder Lockup Agreement and a duly executed Letter of Transmittal or Option Cancellation Agreement, as applicable;”

6.           Amendment of Section 6.3(d) of the Merger Agreement . Section 6.3(d) of the Merger Agreement is hereby amended and restated in its entirety to read:

“(d)          GTY and Holdings, as applicable, shall have issued and delivered the Election Shares and Cash Consideration to the Exchange Agent;”

7.           Amendment of Section 6.3(f) of the Merger Agreement . Section 6.3(f) of the Merger Agreement is hereby amended and restated in its entirety to read:

“(f)          the Election Shares and the Post-Closing Earnout Shares shall have been approved for listing on the Nasdaq, subject to an official notice of issuance;”

8.           Amendment of Article 9 and Exhibit B of the Merger Agreement .

(a)           Article 9 of the Merger Agreement is hereby amended by the deletion of the defined terms “Executive Shares”, “Key Stockholders” and “Merger Shares” in their entirety.

(b)           Article 9 of the Merger Agreement is hereby amended by the addition of the new defined terms “Election Form”, “Election Shares”, “Key Optionholders”, “Lockup Election Shares”, “Per Indemnity Closing Stock Consideration”, “Election Form”, “Election Shares”, “Key Optionholder”, “Lockup Election Shares”, “Per Indemnity Share Closing Stock Consideration” and “Redeemable Election Shares” to be inserted in their appropriate place in the alphabetical sequence and to read as follows:

“ Election Form ” means that Election Form attached as Exhibit H hereto, pursuant to which an Accredited CB Holder or the Key Optionholder will elect to receive its Election Shares in either Lockup Election Shares or Redeemable Election Shares.

“ Election Shares ” means those shares of Holdings Common Stock, each with a nominal value of Ten Dollars ($10.00) per share, which are, at the recipient’s election pursuant to the Election Form, either Lockup Election Shares or Redeemable Election Shares.

“ Key Optionholder ” has the meaning set forth in Schedule 9.1 .

“ Lockup Election Shares ” means those Election Shares for which the recipient thereof has agreed to the terms set forth in the CB Holder Lockup Agreement pursuant to and in accordance with the Election Form.

“ Per Indemnity Share Closing Stock Consideration ” means that number of Election Shares equal to three million one hundred fifty-six thousand (3,156,000), divided by the number of CB Shares and Vested Qualifying Options that are outstanding immediately prior to the Effective Time and held by CB Escrow Participants and Key Optionholders.

“ Redeemable Election Shares ” means those Election Shares redeemable at the option of GTY pursuant to and in accordance with the terms set forth on Exhibit I-1 for a promissory note substantially in the form attached hereto as Exhibit I-2 , which promissory note shall have an aggregate principal amount equal to the number of such Redeemable Election Shares multiplied by $10.00 per Redeemable Election Share.

(c)          The definition of the term “Accredited CB Holder” set forth in Article 9 of the Merger Agreement is hereby amended and restated in its entirety to read:

“ Accredited CB Holder ” means any holder of CB Shares that is an “Accredited Investor” as such term is defined in Rule 501(a) under the Securities Act and as determined in accordance with the criteria set forth in any accredited investor questionnaire provided by such holder to the Company prior to the Closing Date.

(d)          The definition of the term “Earnout Pro Rata Portion” set forth in Exhibit B of the Merger Agreement is hereby amended and restated in its entirety to read:

“ Earnout Pro Rata Portion ” means the percentage obtained by dividing (a) the aggregate number of CB Shares and Net Exercise Shares owned by a Post-Closing Earnout Recipient as of immediately prior to the Effective Time, by (b) the aggregate number of CB Shares and Net Exercise Shares held by all Post-Closing Earnout Recipients as of immediately prior to the Effective Time.

9.           Amendment of Schedule 1.2(b) of the Merger Agreement . Schedule 1.2(b) of the Merger Agreement is hereby amended and restated in its entirety in the form attached hereto as Schedule 1.2(b).

10.          Amendment of Schedule 9.1 of the Merger Agreement . Schedule 9.1 of the Merger Agreement is hereby amended and restated in its entirety in the form attached hereto as Schedule 1.2(b).

11.          Amendment of Exhibits . Exhibit A to the Merger Agreement (Form of Letter of Transmittal) is hereby amended and restated in its entirety in the form attached hereto as Exhibit A. Exhibit C to the Merger Agreement (Registration Rights) is hereby amended and restated in its entirety in the form attached hereto as Exhibit B.

12.          Addition of Exhibits . Exhibit H to the Merger Agreement (Election Form) in the form attached hereto as Exhibit C, Exhibit I-1 to the Merger Agreement (Redemption of Redeemable Election Shares) in the form attached hereto as Exhibit D, and Exhibit I-2 to the Merger Agreement (Form of Promissory Note) in the form attached hereto as Exhibit E, are each hereby added as new exhibits to the Merger Agreement.

13.          Miscellaneous .

(a)          From and after the date hereof, each reference in the Merger Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, shall mean and be a reference to the Merger Agreement as amended hereby, except that each reference to “the date hereof” shall mean and be a reference to September 12, 2018.

(b)          Except as specifically set forth above, the Merger Agreement shall remain unaltered and in full force and effect and the respective terms, conditions or covenants thereof are hereby in all respects ratified and confirmed.

(c)          This Amendment may be executed simultaneously in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Amendment.

(d)          Sections 10.5 through 10.15 of the Merger Agreement apply to this Amendment mutatis mutandis.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have executed and deliver this Amendment on the date first written above.

[Signature Page to Amendment No. 3 to Agreement and Plan of Merger]

Schedule 1.2(b)

Per Indemnity Share Closing Cash Consideration, Per Share Closing Cash Consideration and Per Option Closing Cash Consideration Calculations

“ Aggregate Distributable Amount ” means an amount equal to (i) the Cash Purchase Price, plus (ii) the Aggregate Exercise Price, plus (iii) Closing Date Cash, less (iv) Closing Date Indebtedness.

“ Aggregate Exercise Price ” shall be the aggregate dollar amount payable to the Company as purchase price for the exercise of all unexpired and unexercised Vested Qualifying Options immediately prior to the Effective Time.

" Net Exercise Shares " means for each holder of Vested Qualifying Options, the total number of CB Common Shares equal to the aggregate Vested Qualifying Options held by such holder multiplied by (i) the Per Option Cash Amount, divided by (ii) the Per Share Cash Amount.

“ Participating Common Stock Equivalents ” means all of the CB Shares outstanding or deemed to be outstanding immediately prior to the Effective Time, all CB Common Shares issuable upon exercise of Vested Qualifying Options outstanding immediately prior to the Effective Time, and, without duplication, any shares of Capital Stock of the Company issuable upon exercise of the Warrants.

“ PCSE Expense Fund Amount ” means an amount equal to the Expense Fund Amount, divided by the number of Participating Common Stock Equivalents.

“ PCSE Indemnity Escrow Amount ” means an amount equal to twelve million ($12,000,000), divided by the number of CB Shares outstanding immediately prior to the Effective Time and held by CB Escrow Participants.

“ PCSE Purchase Price Escrow Amount ” means an amount equal to the Purchase Price Indemnity Amount, divided by the number of Participating Common Stock Equivalents.

“ Per Election Share Amount ” means an amount equal to Thirty-One Million Five Hundred Sixty Thousand Dollars ($31,560,000), divided by the sum of (a) the number of CB Shares outstanding immediately prior to the Effective Time and held by CB Escrow Participants plus (b) the total number of Net Exercise Shares that are held by Key Optionholders.

“ Per Option Cash Amount ” means the Per Share Cash Amount minus the exercise price per CB Common Share of such Vested Qualifying Option.

“ Per Option Closing Cash Consideration ” means an amount equal to the Per Share Cash Amount minus (i) the PCSE Purchase Price Escrow Amount, minus (ii) the PCSE Expense Fund Amount, minus (iii) the exercise price per CB Common Share of such Vested Qualifying Option.

“ Per Share Cash Amount ” means an amount equal to the Aggregate Distributable Amount divided by Participating Common Stock Equivalents, rounded to the nearest hundredth of one cent.

“ Per Indemnity Share Closing Cash Consideration ” means an amount equal to the Per Share Cash Amount minus (i) the PCSE Indemnity Escrow Amount, minus (ii) the PCSE Purchase Price Escrow Amount, minus (iii) the PCSE Expense Fund Amount, minus (iv) the Per Election Share Amount.

“ Per Share Closing Cash Consideration ” means an amount equal to the Per Share Cash Amount minus (i) the PCSE Purchase Price Escrow Amount, minus (ii) the PCSE Expense Fund Amount.

Schedule 9.1

Key Executives

Key Optionholders

EXHIBIT A

FORM OF LETTER OF TRANSMITTAL

EXHIBIT B

REGISTRATION RIGHTS

REGISTRATION RIGHTS

Definitions : As used in this Exhibit C , the following terms have the meanings specified below. All other capitalized terms have the meanings set forth in this Agreement. Unless otherwise specified, Section references in this Exhibit C are references to Sections in this Exhibit C .

1.          Within forty-five (45) days after the Closing Date, Holdings shall use commercially reasonable efforts (i) to file a registration statement on Form S-3 for a secondary offering (including any successor registration statement covering the resale of the Registrable Securities, a “ Resale Shelf ”) of (x) the Holdings Common Stock issued and issuable to the CB Holders under this Agreement and (y) any other equity security of Holdings issued or issuable with respect to the securities referred to in clause (x) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively, the “ Registrable Securities ”) pursuant to Rule 415 under the Securities Act; provided that if Form S-3 is unavailable for such a registration, Holdings shall register the resale of the Registrable Securities on another appropriate form and undertake to register the Registrable Securities on Form S-3 as soon as such form is available, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter, but in no event later than sixty (60) days thereafter (provided that in the event that a lapse in appropriations results in an SEC shutdown during such sixty (60) day period, the sixty (60) day period shall be extended for the number of days during which the shutdown extends), and (iii) to maintain the effectiveness of such Resale Shelf with respect to the Registrable Securities until the earliest of (A) the date that is three (3) years following the Closing Date and (B) the date all of the relevant CB Holder’s Registrable Securities covered by the Resale Shelf can be sold publicly without volume or manner of sale restriction or limitation under Rule 144 under the Securities Act. Holdings shall pay all fees and expenses incident to the performance of or compliance with its obligation to prepare, file and maintain the Resale Shelf (including the fees of its counsel and accountants).

2.          Holdings may suspend the use of a prospectus included in the Resale Shelf by furnishing to the CB Holders a written notice (“ Suspension Notice ”) stating that in the good faith judgment of Holdings, it would be either (i) prohibited by Holdings’ insider trading policy (as if the CB Holders were covered by such policy) or (ii) materially detrimental to Holdings and its stockholders for such prospectus to be used at such time. A holder of Registrable Securities shall not effect any sales of Registrable Securities pursuant to the Resale Shelf at any time after it has received a Suspension Notice from Holdings and prior to receipt of an End of Suspension Notice (as defined below). The holders may recommence effecting sales of the Registrable Securities pursuant to the Resale Shelf following further written notice to such effect (an “ End of Suspension Notice ”) from Holdings to the holders. Holdings shall act in good faith to permit any suspension period contemplated by this paragraph to be concluded as promptly as reasonably practicable.

3.          The CB Holders agree that, except as required by applicable law, the CB Holders shall treat as confidential the receipt of any Suspension Notice (provided that in no event shall such notice contain any material nonpublic information of Holdings) hereunder and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of Holdings until such time as the information contained therein is or becomes public, other than as a result of disclosure by a holder of Registrable Securities in breach of the terms of this Agreement.

4.          Holdings shall indemnify and hold harmless each CB Holder, its Affiliates, and its and their respective directors and officers, partners, members, managers, employees, agents, and representatives of such CB Holder and each person, if any, who controls such CB Holder within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and any agent thereof (collectively, “ Indemnified Persons ”), to the fullest extent permitted by applicable law, from and against any losses, claims, damages, liabilities, joint or several, costs (including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “ Losses ”), promptly as incurred, arising out of, based upon or resulting from (a) any violation of the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder and (b) any untrue statement or alleged untrue statement of any material fact contained in the Resale Shelf (or any amendment or supplement thereto), the related prospectus, or any amendment or supplement thereto, or arise out of, are based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided , however , that Holdings shall not be liable in any such case or to any Indemnified Person to the extent that any such Loss arises out of, is based upon or results from an untrue statement or alleged untrue statement or omission or alleged omission or so made in reliance upon or in conformity with information furnished by or on behalf of such Indemnified Person in writing specifically for use in the preparation of the Resale Shelf, the related prospectus, or any amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Person, and shall survive the transfer of such securities by the CB Holders.

5.          Holdings’ obligation under paragraph (1) of this Exhibit C is subject to the CB Holders furnishing to Holdings in writing such information as Holdings reasonably requests for use in connection with the Resale Shelf, the related prospectus, or any amendment or supplement thereto. Each CB Holder shall indemnify Holdings, its officers, directors, managers, employees, agents and representatives, and each person who controls Holdings (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement of material fact contained in the Resale Shelf, the related prospectus, or any amendment or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by such CB Holder expressly for inclusion in such document; provided that the obligation to indemnify shall be individual, not joint and several, for each CB Holder and shall be limited to the net amount of proceeds received by such CB Holder from the sale of Registrable Securities pursuant to the Resale Shelf.

6.          Holdings shall cooperate with the CB Holders to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Resale Shelf or Rule 144 under the Securities Act and enable such certificates to be in such denominations or amounts, as the case may be, as the CB Holders may reasonably request and registered in such names as the CB Holders may request.

7.          If requested by a CB Holder, Holdings shall as soon as practicable, subject to any Suspension Notice: (i) incorporate in a prospectus supplement or post-effective amendment such information as a CB Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; (iii) supplement or make amendments to any Registration Statement if reasonably requested by a CB Holder holding any Registrable Securities; and (iv) furnish to each selling CB Holder such number of copies of the prospectus included in the Resale Shelf and any supplement thereto and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such CB Holder.

8.          Holdings shall (i) notify the CB Holders of any request by the Securities and Exchange Commission for the amending or supplementing of the Resale Shelf or any prospectus or for additional information; (ii) advise the CB Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Securities and Exchange Commission suspending the effectiveness of the Resale Shelf or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and (iii) notify each CB Holder, at any time when a prospectus relating to such CB Holder’s Registrable Securities is required to be delivered under the Securities Act, of the happening of any event that would cause the prospectus included in the Resale Shelf to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and, at the request of any such CB Holder, Holdings shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such CB Holder’s Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

9.          Holdings shall use commercially reasonable efforts to cause the Registrable Securities to be listed on the securities exchange on which the Holdings Common Stock is then listed.

10.         As long as the CB Holders shall own Registrable Securities, Holdings, at all times while it shall be reporting under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by Holdings after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. Holdings further covenants that it shall take such further action as the CB Holders may reasonably request, all to the extent required from time to time, to enable the CB Holders to sell the Registrable Securities held by the CB Holders without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions.

11.         The rights, duties and obligations of each CB Holder under this Exhibit C may be assigned or delegated by such CB Holder in conjunction with and to the extent of any permitted transfer or assignment of Registrable Securities by such CB Holder to any permitted transferee or assignee.

12.         Holdings shall not enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the CB Holders in this Agreement.

EXHIBIT C

ELECTION FORM

EXHIBIT D

REDEMPTION OF REDEEMABLE ELECTION SHARES

EXHIBIT E

FORM OF PROMISSORY NOTE

Exhibit 2.2

February __, 2019

GTY Technology Holdings Inc.

1180 North Town Center Drive,

Suite 100

Las Vegas, Nevada 89144

Attn: Harry You

Reference is made to that certain Amended and Restated Agreement and Plan of Merger, dated as of December 28, 2018 (as amended by Amendment No. 1 to the Amended and Restated Agreement and Plan of Merger dated January 8, 2019, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Merger Agreement ”), by and among eCivis Inc., a Delaware corporation (the “ Company ”), GTY Technology Holdings Inc., a Cayman Islands exempted company (“ GTY ”), GTY EC Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”), and Kirk Fernandez, in his capacity as the eCivis Holders’ Representative. Capitalized terms used in this letter that are not otherwise defined have the meanings ascribed to them in the Merger Agreement.

The undersigned, being a holder of eCivis Shares immediately prior to the Merger, GTY and GTY Govtech, Inc., a Massachusetts corporation (“ Holdings ”), acknowledges that, subject to the terms of the Merger Agreement, at the Closing the undersigned will be entitled to receive an amount of cash equal to $[ __ ] which represents the undersigned’s Pro Rata Portion of the Cash Consideration (the “ Closing Cash Payment ”). The undersigned hereby acknowledges that all representations and warranties contained in the Letter of Transmittal executed by the undersigned shall be incorporated herein by reference.

The undersigned hereby irrevocably waives his, her or its right to receive the full amount of the Closing Cash Payment and agrees to receive (and GTY agrees to pay and Holdings agrees to issue) in full satisfaction of GTY’s payment obligations with respect to the undersigned’s Pro Rata Portion of the Cash Consideration, (i) an amount of cash equal to $____________________ ( fill in cash amount to be received ) and (ii): [ __ ] ________________ ( fill in additional number of shares to be receive in lieu of cash assuming a price of $10.00 per share ) common shares of Holdings (the “ Redemption Shares ”) which may be redeemed by Holdings at any time in its sole discretion for the Redemption Price.

For each Redemption Share that Holdings redeems from the undersigned pursuant to the preceding paragraph, Holdings shall simultaneously redeem four-tenths (4/10 ^th ) of a common share of Holdings then held by the undersigned (such shares, the “ Additional Shares ”); provided , that the number of Additional Shares redeemed by Holdings on any date shall be rounded down to the nearest whole number. By way of example only, if Holdings redeems 10,000 Redemption Shares from the undersigned at a Redemption Price of $10.00 per share, then it should simultaneously redeem 4,000 Additional Shares from the undersigned at a Redemption Price of $10.00 per share, such that the total number of shares redeemed by Holdings from the undersigned at such time shall be 14,000 and the aggregate Redemption Price for such shares shall be $140,000 (i.e., 14,000 x $10.00).

If Holdings has failed to redeem all of the Redemption Shares prior to the one-year anniversary of the Closing (the “ First Anniversary Date ”), then, on the First Anniversary Date, Holdings shall issue to the undersigned, without any further consideration, that number of common shares of Holdings equal to forty percent (40%) of (i) the dollar amount equal to (A) the number of Redemption Shares not so redeemed as of such date multiplied by (B) $10.00 divided by (ii) the 30-Day VWAP as of the First Anniversary Date. Furthermore, if Holdings has still failed to redeem all of the Redemption Shares prior to the two-year anniversary of the Closing Date (the “ Second Anniversary Date ”), then, on the Second Anniversary Date, Holdings shall issue to the undersigned, without any further consideration, an additional number of common shares of Holdings equal to forty percent (40%) of (x) the dollar amount equal to (A) the number of Redemption Shares not so redeemed as of such date multiplied by (B) $10.00 divided by (y) the 30-Day VWAP as of the Second Anniversary Date. Notwithstanding the foregoing, Holdings shall only be required to issue common shares pursuant to this paragraph to the extent that, at such time, there are authorized common shares of Holdings that have not been issued or reserved for other purposes; provided , however , that Holdings must at all times reserve at least 5,000,000 common shares (subject to stock splits, combinations and the like) for the issuance of common shares pursuant to this paragraph.

As used herein, the “ Redemption Price ” means, on the applicable date of redemption, a per share price equal to (i) the 30-Day VWAP as of the applicable date of redemption (the “ Redemption Date VWAP ”) plus (ii) an amount equal (A) to 5% of the Redemption Date VWAP multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the Closing Date until the applicable date of redemption, and the denominator of which is 365.

The parties agree that the Redemption Shares shall be subject to the eCivis Holder Lockup Agreement executed by the undersigned; provided that solely with respect to the Redemption Shares, paragraph number 2 of such eCivis Holder Lockup Agreement shall be deemed to read in its entirety as follows:

“ The undersigned shall not Transfer any Holdings Shares (the “ Holdings Shares Lock-Up ”) until the earlier of (a) ninety (90) days after the Closing and (b) the date on which GTY completes a liquidation, merger, share exchange or other similar transaction that results in all of GTY’s shareholders having the right to exchange Holdings Shares for cash, securities or other property. ”

[Signature Page Follows]

IN WITNESS WHEREOF, this letter has been duly executed as of date first set forth above.

[Signature Page to GTY Consideration Waiver]

Exhibit 2.3

February __, 2019

GTY Technology Holdings Inc.

1180 North Town Center Drive,

Suite 100

Las Vegas, Nevada 89144

Attn: Harry You

Reference is made to that certain Amended and Restated Agreement and Plan of Merger, dated as of December 28, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Merger Agreement ”), by and among Open Counter Enterprises Inc., a Delaware corporation (the “ OC ”), GTY Technology Holdings Inc., a Cayman Islands exempted company (“ GTY ”), GTY OC Merger Sub, Inc., a Delaware corporation, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the OC Holders’ Representative. Capitalized terms used in this letter that are not otherwise defined have the meanings ascribed to them in the Merger Agreement.

The undersigned OC Holder, GTY and GTY Govtech, Inc., a Massachusetts corporation (“ Holdings ”), acknowledge that, subject to the terms of the Merger Agreement, at the Closing the undersigned OC Holder would have been entitled to receive a portion of the OC Holder Cash Consideration (such amount, calculated pursuant to the terms of the Merger Agreement, the “ Closing Cash Payment ”). The undersigned OC Holder hereby acknowledges that all representations and warranties contained in the Letter of Transmittal executed by the undersigned OC Holder shall be incorporated herein by reference.

The undersigned OC Holder hereby irrevocably agrees that in lieu of undersigned’s right to receive the full amount of the Closing Cash Payment, the undersigned OC Holder shall instead receive (and GTY agrees to pay and Holdings agrees to issue), (i) an amount of cash equal to the Closing Cash Payment minus $500,000 and (ii) either:

( select the desired share treatment )

[ __ ] Fifty Thousand (50,000) common shares of Holdings which shall be subject to the terms of the Lockup Agreement executed by the undersigned;

or

[ __ ] Fifty Thousand (50,000) common shares of Holdings which may be redeemed by Holdings in its sole discretion for a period of seven (7) days following the Closing for a promissory note, the form of which is attached hereto as Exhibit A .

[Signature Page Follows]

IN WITNESS WHEREOF, this letter has been duly executed as of date first set forth above.

[Signature Page to GTY Consideration Waiver]

Exhibit A

Form of Promissory Note

Exhibit 2.4

Execution Version

February 12, 2019

AGREEMENT

GTY Technology Holdings Inc.

1180 North Town Center Drive,

Suite 100

Las Vegas, Nevada 89144

Attn: Harry You

Reference is made to that certain Share Purchase Agreement, dated as of September 12, 2018, as amended October 31, 2018 and December 28, 2018 (the “ Purchase Agreement ”), by and among Questica Inc. (“ Questica ”), a corporation incorporated under the laws of Ontario, Canada, Questica USCDN Inc., a corporation incorporated under the laws of Ontario, Canada, GTY Technology Holdings Inc., a Cayman Islands exempted company (“ GTY ”), 1176368 B.C. Ltd. (“ Exchangeco ”), a company incorporated under the Business Corporations Act (British Columbia), the Questica Holders, including SHOCKT Inc. (“ Shockt ”), a company incorporated under the laws of Ontario, Canada, and Craig Ross, in his capacity as the Questica Holders’ Representative. Capitalized terms used in this letter that are not otherwise defined have the meanings ascribed to them in the Purchase Agreement.

Shockt being a holder of Questica Shares immediately prior to Closing, GTY, GTY Govtech, Inc., a Massachusetts corporation (“ Holdings ”), and Exchangeco, acknowledge that, subject to the terms of the Purchase Agreement, at the Closing Shockt will be entitled to receive an amount of cash equal to its Pro Rata Portion of the Cash Consideration (the “ Closing Cash Payment ”).

Shockt hereby irrevocably waives its right to receive the full amount of the Closing Cash Payment and agrees to receive (and GTY agrees to pay and Exchangeco agrees to issue) in full satisfaction of the Closing Cash Payment (i) an amount of cash equal to the Closing Cash Payment minus $5,000,000.00, subject to further adjustment in accordance with Purchase Agreement, and (ii) 500,000 Class C Exchangeable Shares in the capital of Exchangeco (the “ Shares ”).

The Shares will be subject to the terms of the Questica Holder Lock Up Agreement save and except that, notwithstanding the terms of Section 2 of the Questica Holder Lock Up Agreement, Shockt agrees not to Transfer any of the Shares until the earlier of (a) the 181 ^st day following the Closing and (b) the date on which GTY completes a liquidation, merger, share exchange or other similar transaction that results in all of GTY’s shareholders having the right to exchange GTY Shares for cash, securities or other property. For the purposes of this Agreement, “ Transfer ” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

The Shares will be entitled to the benefit of the registration rights covenants set out in Section 5.8 of the Purchase Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, this letter has been duly executed as of date first set forth above.

Exhibit 2.5

February 12, 2019

GTY Technology Holdings Inc.

1180 North Town Center Drive,

Suite 100

Las Vegas, Nevada 89144

Attn: Harry You

Reference is made to that certain Unit Purchase Agreement, dated as of September 12, 2018, as amended October 31, 2018 and December 28, 2018 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Purchase Agreement ”), by and among Sherpa Government Solutions LLC, a Delaware limited liability company (the “ Sherpa ”), GTY Technology Holdings Inc., a Cayman Islands exempted company (“ GTY ”), the Sherpa Holders and David Farrell, in his capacity as the Sherpa Holders’ Representative. Capitalized terms used in this letter that are not otherwise defined have the meanings ascribed to them in the Purchase Agreement.

The undersigned, being a holder of Sherpa Units immediately prior to the Closing, GTY and GTY Govtech, Inc., a Massachusetts corporation (“ Holdings ”), acknowledge that, subject to the terms of the Purchase Agreement, at the Closing the undersigned will be entitled to receive an amount of cash equal to $5,186,712.36 which represents the undersigned’s Pro Rata Portion of the Cash Purchase Price (the “ Closing Cash Payment ”). The undersigned hereby acknowledges that all representations and warranties contained in the Letter of Transmittal executed by the undersigned shall be incorporated herein by reference.

The undersigned hereby irrevocably waives his right to receive the full amount of the Closing Cash Payment and agrees to receive (and GTY agrees to pay and Holdings agrees to issue) in full satisfaction of GTY’s payment obligations with respect to the undersigned’s Pro Rata Portion of the Cash Purchase Price, (i) an amount of cash equal to $4,186,712.36 ( fill in cash amount to be received ) and (ii) either:

( select the desired share treatment )

[ __ ] One Hundred Thousand (100,000) common shares of Holdings which shall be subject to the terms of the Lockup Agreement executed by the undersigned;

or

[ X ] One Hundred Thousand (100,000) common shares of Holdings which may be redeemed by Holdings at any time in its sole discretion for a promissory note, the form of which is attached hereto as Exhibit A .

[Signature Page Follows]

IN WITNESS WHEREOF, this letter has been duly executed as of date first set forth above.

Exhibit A

FORM OF UNSECURED subordinated Promissory Note

In consideration for the redemption of [ _______ ] common shares of GTY GovTech, Inc., a Massachusetts corporation, (“ GTY ”), GTY promises to pay to [_______] (“ Equityholder ”) the principal amount of [_______] Dollars ($[_______]) ^[1] , together with accrued and unpaid interest thereon, in accordance with the terms and conditions set forth in this Unsecured Subordinated Promissory Note (this “ Note ”).

1.        Terms of Payment . On the terms and subject to the conditions set forth herein, GTY shall pay the entire unpaid principal amount of this Note, together with accrued and unpaid interest thereon through the date of such payment, on [ __ ], 20[20] (the “ Maturity Date ”). All such amounts that remain outstanding and unpaid from time to time are herein referred to as the “Outstanding Principal Balance”.

2.        Interest Rates and Payments .

(a)       The Outstanding Principal Balance, plus all accrued and unpaid interest thereon, shall be due and payable in full on the Maturity Date.

(b)       Interest shall accrue on the Outstanding Principal Balance from and after the date hereof at a rate of five and one-half percent (5.5%) per annum (the “ Interest Rate ”), compounding annually; provided, however, if the principal and interest is not fully paid on the Maturity Date, then to the extent permitted by law, Borrower will pay interest to Equityholder on the Outstanding Principal Balance from the Maturity Date until payment in full at a rate equal to the Interest Rate plus two and one-half percent (2.5%) per annum (the “ Default Rate ”), compounding annually.

(c)       GTY may prepay the Outstanding Principal Balance of this Note (and/or any accrued and unpaid interest on this Note) from time to time and at any time, in whole or in part, without premium or penalty.

3.        Computation . Interest on the Outstanding Principal Balance will be calculated daily on the basis of a year of 365 or 366 days, as the case may be. All interest rate determinations and calculations by the Equityholder are conclusive and binding, absent manifest error.

4.        Order of Application . All payments and prepayments by Borrower shall be applied first, to accrued but unpaid interest; and second, to principal until all amounts due under this Note are paid in full.

5.        Remedies . If a Default exists, the Equityholder may (a) declare the entire Outstanding Principal Balance and all accrued and unpaid interest thereon, immediately due and payable, whereupon it shall be due and payable, and/or (b) proceed to protect and enforce any other legal or equitable right or remedy of the Equityholder.

6.        Notices . Any notice or demand given hereunder shall be given to the applicable party at the address below its signature and shall be deemed to have been duly given if delivered (a) personally, (b) by facsimile or email transmission with written confirmation of receipt or electronic mail, (c) by overnight delivery with a reputable national overnight delivery service, or (d) by mail or by certified mail, return receipt requested, and postage prepaid. If any notice is mailed, it shall be deemed given two (2) business days after the date such notice is deposited in the United States mail.

7.        GOVERNING LAW . THIS NOTE IS INTENDED TO BE PERFORMED IN THE STATE OF NEW YORK AND THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN ITS VALIDITY, ENFORCEMENT AND INTERPRETATION.

8.        Headings . The headings herein are for convenience only and shall not be deemed a part hereof.

9.        Successors and Assigns . Neither party shall assign any of its rights or obligations under this Note without the prior written consent of the other party. The rights, duties, and obligations of the parties hereto inure to the benefit of, and shall be binding upon, their respective permitted successors and permitted assigns.

10.        Amendments . This Note may not be amended or otherwise modified except by a written agreement signed by GTY and the Equityholder.

11.        No Waiver . No delay on the part of the holder of this Note in the exercise of any right or remedy available to the holder shall operate as a waiver of such right or remedy. No single or partial exercise of a particular right or remedy shall operate as a waiver of that particular right or remedy or any other right or remedy.

12.        Collection Costs . If this Note is placed in the hands of an attorney for collection, or if it is collected through any legal proceedings, Borrower agrees to pay the court costs, reasonable attorneys’ fees, and other costs of collection incurred by or on behalf of the holder of this Note.

13.        Waiver . Except as provided in this Note, GTY and any party which may be or become liable for the payment of any sums of money payable under this Note (including any surety, endorser, or guarantor) jointly and severally waive (to the extent permitted by law) all applicable exemption rights (whether arising by constitution, law, or otherwise), all valuation and appraisement rights, presentment and demand for payment, protest, notice of protest and nonpayment, notice of the intention to accelerate, and notice of acceleration and agree that their liability on this Note shall not be affected by any renewal or extension in the time of payment hereof, by any indulgences, or by any release or change in any security for the payment of this Note, and hereby consent to any and all renewals, extensions, indulgences, releases, or changes, regardless of the number of such renewals, extensions, indulgences, releases, or changes.

14.        WAIVER OF JURY TRIAL . GTY IRREVOCABLY AND VOLUNTARILY WAIVES ANY RIGHT IT MIGHT HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM UNDER OR IN CONNECTION WITH THIS NOTE. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ACCOMMODATIONS EXTENDED BY THE EQUITYHOLDER TO GTY UNDER THIS NOTE.

15.        Severability . In case any provision in this Note shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions in such jurisdiction shall not in any way be affected or impaired thereby.

[ Signature page follows. ]

IN WITNESS WHEREOF, the Parties have executed this Unsecured Subordinated Promissory Note as of the date first written above.