Assignment and Acknowledgement among Continental, Broadridge and the Company dated as of September 20, 2021

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

[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.