Exhibit 10.5 


 


TEKKORP DIGITAL ACQUISITION CORP. II


1980 Festival Plaza Drive, Ste #300


Las Vegas, Nevada 89135


 


February 4, 2021


Tekkorp JEMB II LLC


1980 Festival Plaza Drive, Ste #300


Las Vegas, Nevada 89135


 


		RE:	Securities Subscription Agreement



 


Ladies and Gentlemen:


 


Tekkorp Digital Acquisition Corp. II, a Cayman
Islands exempted company (the “Company”), is pleased to accept the offer Tekkorp JEMB II LLC, a Cayman Islands
limited liability company (the “Subscriber” or “you”), has made to subscribe for 4,312,500
Class B ordinary shares (the “Shares”), U.S.$0.0001 par value per share, of the Company (the “Class B
Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial
public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment
Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary
Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, U.S.$0.0001 par value
per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert
into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used herein “Shares”
shall be deemed to include any Class A Shares issued upon conversion of the Class B Shares comprising the Shares. The terms on
which the Company is willing to issue the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding
such Shares, are as follows:


 


1. Subscription
of Shares


 


For the sum of U.S.$25,000, which the Company
acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for
the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently
with the Subscriber’s execution of this Agreement, the Company shall register the Shares in the name of the Subscriber on
the register of members of the Company. All references in this Agreement to Shares being forfeited shall take effect as surrenders
for no consideration of such shares as a matter of Cayman Islands law.


 






     


     


    

 


2. Representations,
Warranties and Agreements


 


2.1 Subscriber’s
Representations, Warranties and Agreements


 


. To induce the Company to issue the Shares
to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:


 


2.1.1 No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any
recommendation or endorsement of the offering of the Shares.


 


2.1.2 No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the limited liability company agreement
of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute,
rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.


 


2.1.3 Formation,
Registration and Authority. The Subscriber is a Cayman Islands limited liability company formed and registered, validly existing
and in good standing under the laws of the Cayman Islands and possesses all requisite power and authority necessary to carry out
the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding
agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’
rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law
or in equity).


 


2.1.4 Experience,
Financial Capability and Suitability. The Subscriber is: (i) sophisticated in financial matters and is able to evaluate
the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares
for an indefinite period of time because the Shares have not been registered under the Securities Act (as defined below) and therefore
cannot be sold unless such transaction is registered under the Securities Act or an exemption from such registration is available.
The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its
own interests. The Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an
effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such
sale. The Subscriber is able to bear the economic risks of an investment in the Shares and to afford a complete loss of the Subscriber’s
investment in the Shares.


 


2.1.5 Access
to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity
to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as
the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify
the accuracy of all information so obtained. In determining whether to make this investment, the Subscriber has relied solely on
the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due
diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person has
been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and
the Subscriber has not relied on any other representations or information in making its investment decision, whether written or
oral, relating to the Company, its operations and/or its prospects.


 






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2.1.6 Private
Placement. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule
501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges
the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors”
within the meaning of Rule 501(a) of Regulation D under the Securities Act or similar exemptions under state law.


 


2.1.7 Investment
Purposes. The Subscriber is purchasing and subscribing for the Shares solely for investment purposes, for the Subscriber’s
own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination
thereof. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising
within the meaning of Rule 502 of Regulation D under the Securities Act.


 


2.1.8 Restrictions
on Transfer; Shell Company. The Subscriber understands the Shares are being offered in a transaction not involving a public
offering within the meaning of the Securities Act. The Subscriber understands the Shares will be “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, and the Subscriber understands that the book-entries representing
the Shares will contain a legend or notation in respect of such restrictions. If in the future the Subscriber decides to offer,
resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant
to: (i) registration under the Securities Act or (ii) an available exemption from registration. The Subscriber agrees that if any
transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber
may, at the Company’s option, be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent
registration or an exemption, the Subscriber agrees not to resell the Shares. The Subscriber further acknowledges that because
the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until at least one
year following consummation of the initial business combination of the Company (which may not occur), despite technical compliance
with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.1.9 No
Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or
appropriate on the part of the Subscriber in connection with the transactions contemplated by this Agreement.


 






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2.2 Company’s
Representations, Warranties and Agreements


 


. To induce the Subscriber to purchase the
Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1 Incorporation
and Corporate Power. The Company is a Cayman Islands exempted company and is qualified to do business in every jurisdiction
in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating
results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the
transactions contemplated by this Agreement.


 


2.2.2
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Company’s Memorandum and Articles
of Association, as amended to the date hereof (the “Memorandum and Articles”), (ii) any agreement, indenture
or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which the Company is subject,
or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3 Title
to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, and
registration in the register of members of the Company, the Shares will be duly and validly issued as fully paid and non-assessable.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Memorandum and Articles, the Subscriber will
have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer
restrictions hereunder and under the other agreements to which the Shares may be subject, (b) transfer restrictions under federal
and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 


2.2.4 No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company
which (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement
or (ii) question the validity or legality of any transactions or seek to recover damages or to obtain other relief in connection
with any transactions.


 


2.2.5 Authorization.
The Class A Shares issuable upon conversion of the Class B Shares have been duly authorized and reserved for issuance
upon such conversion.


 






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3. Forfeiture of
Shares


 


3.1 Partial
or No Exercise of the Over-allotment Option


 


. In the event the Over-allotment Option granted
to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it
and any transferees of Shares, subject to the terms of the applicable transfer and assignment agreement) shall forfeit at the time
such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment
Option) any and all rights to such number of Shares (up to an aggregate of 562,500 Shares and pro rata based upon the percentage
of the Over-allotment Option exercised) such that immediately following such forfeiture, the number of Shares will equal 20% of
the issued and outstanding Ordinary Shares immediately following the IPO (in each case, not including Class A Shares issuable
upon exercise of any warrants). Such forfeiture shall take effect as a surrender for no consideration as a matter of Cayman Islands
law, and shall occur upon the expiration of the Over-allotment Option.


 


3.2 Termination
of Rights as Shareholder


 


. If any of the Shares are forfeited in accordance
with this Section 3, then after such time the Subscriber (or successor in interest), shall no longer have any rights as a holder
of such forfeited Shares, and the Company shall take such action as is appropriate to cancel such forfeited Shares.


 


4. Waiver of Liquidation
Distributions; Redemption Rights


 


. In connection with the Shares purchased and subscribed for
pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions
by the Company from the trust account which will be established for the benefit of the Company’s public shareholders and
into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event
of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For purposes
of clarity, in the event the Subscriber purchases securities in the IPO or in the aftermarket, any Class A Shares so purchased
and subscribed for shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber
have the right to redeem any shares of Ordinary Shares held by it into funds held in the Trust Account upon the successful completion
of an initial business combination.


 


5. Restrictions
on Transfer


 


5.1 Securities
Law Restrictions


 


. In addition to any restrictions to be contained
in that certain letter agreement (commonly known as an “Insider Letter”) dated on or prior to the closing of
the IPO by and among the Subscriber, the Company and the other parties thereto, the Subscriber agrees not to sell, transfer, pledge,
hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate
form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall
then be effective or (b) the Company has received, if requested by the Company, an opinion from counsel reasonably satisfactory
to the Company, that such registration is not required because such transaction is exempt from registration under the Securities
Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.


 






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5.2 Lock-up


 


. The Subscriber acknowledges that the Shares
will be subject to lock-up provisions (the “Lock-up”) contained in the Insider Letter. Pursuant to the Insider
Letter, the Subscriber will agree (subject to certain customary exceptions) not to sell, transfer, pledge, hypothecate or otherwise
dispose of all or any part of the Shares until the earliest to occur of: (a) one year after the completion of the Company’s
initial business combination; (b) if the last sale price of the Class A Shares equals or exceeds U.S.$12.00 per share (as
adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for
any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial business combination;
and (c) the date on which the Company consummates a liquidation, merger, share exchange, reorganization or other similar transaction
after the Company’s initial business combination that results in all of the Company’s shareholders having the right
to exchange their Shares for cash, securities or other property.


 


5.3 Restrictive
Legends


 


. The book entries representing the Shares
shall contain legends or notations thereon substantially to the effect as follows:


 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE
SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE
OPINION OF COUNSEL (IF THE COMPANY SO REQUESTS), IS AVAILABLE.” 


 


“THE SECURITIES REPRESENTED HEREBY
ARE SUBJECT TO A LOCK-UP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCK-UP.”



 


5.4 Additional
Shares or Substituted Securities


 


. In the event of the declaration of a share
capitalization, the declaration of an extraordinary dividend payable in a form other than Ordinary Shares, a spin-off, a share
sub-division, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding
Ordinary Shares without receipt of consideration, any new, substituted or additional securities or other property which are by
reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become
convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of
such securities or property shall be made to the number and/or class of Ordinary Shares subject to this Section 5 and Section 3.


 


5.5 Registration
Rights


 


. The Subscriber acknowledges that the Shares
are being purchased and subscribed for pursuant to an exemption from the registration requirements of the Securities Act and will
become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement
to be entered into with the Company prior to the closing of the IPO (the “Registration Rights Agreement”).


 






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6. Other Agreements


 





6.1 Further
Assurances


 


. The Subscriber agrees to execute such further
instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.


 


6.2 Notices


 


. All notices, statements or other documents
which are required or contemplated by this Agreement shall be in writing and delivered (i) personally or sent by first class
registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing,
(ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated
in writing by such party, or (iii) by electronic mail, to the electronic mail address most recently provided to such party
or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written
confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service
or five (5) days after mailing if sent by mail.


 


6.3 Entire
Agreement


 


. This Agreement, together with the Insider
Letter and the Registration Rights Agreement, each substantially in the form to be filed as an exhibit to the Registration Statement
on Form S-1 associated with the Company’s IPO, embodies the entire agreement and understanding between the Subscriber and
the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating
to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth
in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.


 


6.4 Modifications
and Amendments


 


. The terms and provisions of this Agreement
may be modified or amended only by written agreement executed by all parties hereto.


 


6.5 Waivers
and Consents


 


. The terms and provisions of this Agreement
may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits
of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect
to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only
in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.


 






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6.6 Assignment


 


. The rights and obligations under this Agreement
may not be assigned by either party hereto without the prior written consent of the other party.


 


6.7 Benefit


 


. All statements, representations, warranties,
covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective
successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations
except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.


 


6.8 Governing
Law


 


. This Agreement and the rights and obligations
of the parties hereunder shall be construed in accordance with and governed by the laws of New York applicable to contracts wholly
performed within the borders of such state.


 


6.9 Severability


 


. In the event that any court of competent
jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unreasonable or unenforceable
in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable and enforceable,
and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion
thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.


 


6.10
No Waiver of Rights, Powers and Remedies


 


. No failure or delay by a party hereto in
exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate
as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under
this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall
preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The
election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies.
No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or
demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party
giving such notice or demand to any other or further action in any circumstances without such notice or demand.


 






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6.11 Survival
of Representations and Warranties


 


. All representations and warranties made
by the parties hereto in this Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby,
shall survive the execution and delivery hereof and any investigations made by or on behalf of the parties.


 


6.12 No
Broker or Finder


 


. Each of the parties hereto represents and
warrants to the other that no broker, finder or other financial consultant has acted on its behalf in connection with this Agreement
or the transactions contemplated hereby in such a way as to create any liability on the other. Each of the parties hereto agrees
to indemnify and save the other harmless from any claim or demand for commission or other compensation by any broker, finder, financial
consultant or similar agent claiming to have been employed by or on behalf of such party and to bear the cost of legal expenses
incurred in defending against any such claim.


 


6.13 Headings
and Captions


 


. The headings and captions of the various
subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction
of any of the terms or provisions hereof.


 


6.14 Counterparts


 


. This Agreement may be executed in one or
more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such signature page were an original thereof.


 


6.15 Construction


 


. The parties hereto have participated jointly
in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement
will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring
any party hereto because of the authorship of any provision of this Agreement. The words “include,” “includes,”
and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine,
and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the
plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein
will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein
in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless
of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that
such party hereto is in breach of the first representation, warranty, or covenant.


 






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6.16 Mutual
Drafting


 


. This Agreement is the joint product of the
Subscriber and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of
such parties and shall not be construed for or against any party hereto.


 


6.17 Surrender
of Class B Ordinary Share. Upon the issuance of the Shares, the Subscriber hereby surrenders to the Company for cancellation
and for nil consideration one Class B ordinary share of the Company of a par value U.S.$0.0001 standing in its name in the register
of members of the Company.


 


7. Voting and Tender
of Shares


 


. The Subscriber agrees to vote the Shares in favor of an initial
business combination that the Company negotiates and submits for approval to the Company’s shareholders and shall not seek
redemption or repurchase with respect to any of the Shares in connection with an initial business combination or any amendment
to the Company’s Memorandum and Articles of Association, as amended, prior to an initial business combination. Additionally,
the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the Company’s shareholders
in connection with an initial business combination negotiated by the Company.


 


8. Indemnification


 


. Each party shall indemnify the other against any loss, cost
or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation,
warranty, covenant or agreement in this Agreement.


 





[Signature Page Follows]


 






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If the foregoing accurately sets forth our
understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.


 





	 	Very truly yours,
	 	 	 
	 	TEKKORP DIGITAL ACQUISITION CORP. II
	 	 	 
	 	By:	/s/ Matt Davey
	 	 	Name:	Matt Davey
	 	 	Title:	Authorized Signatory



 





	TEKKORP JEMB II LLC	 
	 	 	 	 
	By:	/s/ Matt Davey	 
	 	Name:	Matt Davey	 
	 	Title:	Authorized Signatory	 



 





 


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