Form 8-K GTY Technology Holdings For: Sep 20
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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.”
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:
|1.||Assignment. Assignor hereby assigns, transfers, conveys and delivers to Assignee, effective as of the date the last Party has signed below (the "Effective Date"), all of Assignor's rights, duties and obligations under the Agreement accruing on and after the Effective Date.|
|2.||Assumption. Assignee hereby accepts such assignment and agrees to assume all of Assignor's rights, duties and obligations under the Agreement accruing on or after the Effective Date.|
|3.||Acknowledgement. For the avoidance of doubt, Assignor acknowledges that it no longer is Warrant Agent under the Agreement or transfer agent and registrar for GTY and the Transfer Agency and Registrar Services Agreement dated as of October 26, 2016 between Assignor and GTY has terminated.|
|4.||Miscellaneous. This Assignment and Acknowledgement shall inure to the benefit of and be binding upon the Parties hereto and their successors and assigns. Capitalized terms used but not otherwise defined in this Assignment and Acknowledgement have the respective meanings as set forth in the Agreement. This Assignment and Acknowledgement shall be governed by and construed in accordance with the same laws that govern the Agreement. This Assignment and Acknowledgement may be executed by facsimile or electronically, and each such facsimile or electronic signature shall be deemed to be an original.|
[Signature Page Follows]
IN WITNESS WHEREOF, each Party has executed this Assignment and Acknowledgement as of the date that appears below such Party’s name.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.
|By:||/s/ Erika Young||By:||/s/ John P. Dunn|
|Name:||Erika Young||Name:||John P. Dunn|
|Date:||9/13/21||Date:||September 20, 2021|
GTY TECHNOLOGY HOLDINGS INC.
|By:||/s/ Jon C. Bourne|
|Name:||Jon C. Bourne|
Executive Vice President, General Counsel and Secretary
|Date:||September 20, 2021|
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:
|1.||GTY hereby appoints Broadridge as the Warrant Agent to act as agent for GTY for the Warrants, and Broadridge hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in the Agreement. Broadridge is not assuming: (i) any liabilities of Continental, or (ii) any claims that GTY or any other party may have against Continental arising in connection with the Agreement.|
|2.||In the fifth sentence of Section 3.3.5, “Continental Stock Transfer & Trust Company (in such capacity, the “Transfer Agent”)” is hereby deleted and replaced in its entirety with the following:|
Broadridge Corporate Issuer Solutions, Inc. (in such capacity, the “Transfer Agent”)
|3.||The fourth sentence of Section 8.2.1 of the Agreement is hereby deleted and replaced in its entirety with the following:|
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.
|4.||The following new Section 8.2.4 of the Agreement is hereby added immediately after Section 8.2.3:|
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.
|5.||Section 9.2 of the Agreement is hereby amended to replace the address of the Warrant Agent for notices with the following:|
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: email@example.com Counsel.
Attn: General Counsel
|6.||Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect and shall be otherwise unaffected.|
|7.||This Amendment shall be governed by and construed in accordance with the laws of the State of New York, United States of America, applicable to contracts made and to be performed entirely within such State, without regard to conflict-of-law principles.|
|8.||This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect, and enforceability as an original signature.|
[Signature Page Follows]
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.
|BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.||GTY TECHNOLOGY HOLDINGS INC.|
|By:||/s/ John P. Dunn||By:||/s/ Jon C. Bourne|
|Name:||John P. Dunn||Name:||Jon C. Bourne|
|Title:||SVP||Title:||Executive Vice President, General Counsel and Secretary|
|Date:||September 20, 2021||Date:||September 20, 2021|
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