GTY Technology (GTYH) 8-K GTY Technology Holdings Inc., Led by William D. Green, Joseph M. Tucci and Harry L. You, Announces Pricing of $480 Million Initial Public Offering

Exhibit 10.4 

GTY TECHNOLOGY HOLDINGS INC.

October 26, 2016

GTY Investors, LLC

1180 North Town Center Drive

Suite 100

Las Vegas, Nevada 89144

Re:Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement (this “Agreement”) by and between GTY Technology Holdings Inc. (the “Company”) and GTY Investors, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

(1)         The Sponsor shall make available to the Company, at 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144 (or any successor location of the Sponsor), certain office space, secretarial support and administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall reimburse the Sponsor up to $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and

(2)         The Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this Agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this Agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.

This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.

No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.

This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of law principles.

[Signature page follows]

Very truly yours,
GTY TECHNOLOGY HOLDINGS INC.
By:	/s/ Harry L. You
	Name: Harry L. You
	Title: President & CFO

AGREED AND ACCEPTED BY:
GTY INVESTORS, LLC
By:	/s/ Harry L. You
	Name: Harry L. You
	Title: Manager

[Signature Page to Administrative Services Agreement]