Exhibit 10.2




 




[●], 2020




 




Tekkorp Digital Acquisition Corp.




1980 Festival Plaza Drive, Ste #300




Las Vegas, NV 89135




 




		Re:	Initial Public Offering





 




Ladies and Gentlemen:




 




This letter (this “Letter Agreement”)

is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)

entered into or proposed to be entered into by and between Tekkorp Digital Acquisition Corp., a Cayman Islands exempted company

(the “Company”), and Jefferies LLC, as the representative of the several underwriters named therein (the

“Underwriters”), relating to an underwritten initial public offering (the “Public Offering”),

of 28,750,000 of the Company’s units (“Units”) (including up to 3,750,000 Units that may be purchased

to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each,

an “Ordinary Share”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”).

Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment.

The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”)

filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized

terms used herein are defined in paragraph 11 hereof.




 




In order to induce the Company and the Underwriters

to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, Tekkorp JEMB LLC, a Cayman Islands limited liability company (the

“Sponsor”), and the other undersigned persons (each, an “Insider” and collectively,

the “Insiders”), hereby agrees with the Company as follows:




 




1. 

The Sponsor and each Insider agrees with the Company that if the Company seeks shareholder approval of a proposed Business

Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him

or her in favor of any proposed Business Combination (including any proposals recommended by the Company’s board of directors

in connection with such Business Combination) and (ii) not redeem any Shares owned by it, him or her in connection with such shareholder

approval.




 











     



     



    



 




2. 

The Sponsor and each Insider hereby agrees with the Company that in the event that the Company fails to consummate a Business

Combination within 24 months from the closing of the Public Offering, or such later period approved by the Company’s shareholders

in accordance with the Company’s amended and restated memorandum and articles of association, as they may be amended from

time to time, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except

for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem

100% of the Ordinary Shares sold as part of the Units in the Public Offering (the “Offering Shares”),

at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less

up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number

of then issued and outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ rights

as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s

board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to

provide for claims of creditors and the requirements of other applicable law. The Sponsor and each Insider agrees to not propose

any amendment to the Company’s amended and restated memorandum and articles of association (i) to modify the substance or

timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination

or to redeem 100% of the Offering Shares if the Company does not complete its initial Business Combination within 24 months from

the closing of the Public Offering, or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial

Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering

Shares upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit

in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and

outstanding Offering Shares.




 




The Sponsor and each Insider acknowledges

that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other

asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it. The Sponsor and

each Insider hereby further waives, with respect to any Shares held by it, him or her, if any, any redemption rights it, he or

she may have in connection with (x) the consummation of a Business Combination, including, without limitation, any such rights

available in the context of a shareholder vote to approve such Business Combination or in the context of a tender offer made by

the Company to purchase Ordinary Shares and (y) a shareholder vote to amend the Company’s amended and restated memorandum

and articles of association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection

with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete

its initial Business Combination within 24 months from the closing of the Public Offering, or (ii) with respect to any other provision

relating to shareholders’ rights or pre-initial Business Combination activity (although the Sponsor and the Insiders shall

be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate

a Business Combination within 24 months from the date of the closing of the Public Offering).




 











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3. 

Notwithstanding the provisions set forth in paragraphs 7(a) and (b) below, during the period commencing on the effective

date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior

written consent of Jefferies LLC, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction

that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective

economic disposition due to cash settlement or otherwise)), directly or indirectly, or establish or increase a put equivalent position

or liquidate or decrease a call equivalent position within the meaning of Section 16 (“Section 16”)

of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, with

respect to, any Units, Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares,

or publicly announce an intention to effect any such transaction; provided, however, that the foregoing does not

apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to any current or future

independent director of the company (as long as such current or future independent director transferee is subject to this Letter

Agreement or executes an agreement substantially identical to the terms of this Letter Agreement, as applicable to directors and

officers at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result

of such transfer, any related Section 16 filing includes a practical explanation as to the nature of the transfer). Each of the

Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions

set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release

through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver

granted shall only be effective two business days after the publication date of such press release. The provisions of this paragraph

will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed

in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms

remain in effect at the time of the transfer.




 




4. 

In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend

to any other shareholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and

all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably

incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever)

to which the Company may become subject as a result of any claim by (i) any third party for services rendered (other than the Company’s

independent registered public accountants) or products sold to the Company or (ii) a prospective target business with which the

Company has discussed entering into a transaction agreement (a “Target”); provided, however,

that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by

a third party for services rendered (other than the Company’s independent registered public accountants) or products sold

to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per share of the Offering

Shares or (ii) such lesser amount per share of the Offering Shares held in the Trust Account as of the date of the liquidation

of the Trust Account due to reductions in the value of the trust assets, in each case, net of the amount of interest earned on

the property in the Trust Account which may be withdrawn to pay taxes, except as to any claims by a third party who executed a

waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity

of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event

that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the

extent of any liability for such third party claims. The Sponsor shall have the right to defend against any such claim with counsel

of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the

Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.




 











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5. 

To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,750,000

Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor, Robin Chhabra and

Irwin Apartment Trust each agree that it or he shall forfeit, at no cost, a number of Founder Shares in the aggregate equal to 844,758, 46,371 or 46,371, respectively, multiplied by a fraction, (i) the numerator of which is 3,750,000 minus the number of

Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,750,000.

All references in this Letter Agreement to Founder Shares of the Company being forfeited shall take effect as surrenders for no

consideration of such Founder Shares as a matter of Cayman Islands law. The forfeiture will be adjusted to the extent that the

over-allotment option is not exercised in full by the Underwriters so that the number of Founder Shares will equal an aggregate

of 20.0% of the Company’s issued and outstanding Shares after the Public Offering.




 




6. 

The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably

injured in the event of a breach by such Sponsor or Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a),

7(b), and 9 of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching

party shall be entitled to seek injunctive relief, in addition to any other remedy that such party may have in law or in equity,

in the event of such breach.




 




7. 

(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares (or

Ordinary Shares issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s

initial Business Combination and (B) subsequent to the Business Combination, (x) if the last reported sale price of the Ordinary

Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, rights issuances, 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 or (y) the date following the completion of the Company’s initial Business Combination

on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results

in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property

(the “Founder Shares Lock-up Period”).




 




(b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or Ordinary Shares

issued or issuable upon the conversion of the Private Placement Warrants), until 30 days after the completion of a Business Combination

(the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the

“Lock-up Periods”).




 











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(c) Notwithstanding the provisions set forth in paragraphs 7(a) and (b), transfers of the Founder Shares, Private Placement

Warrants and Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder

Shares, are permitted (a) to the Company’s directors or officers, any affiliates or family members of the Company’s

directors or officers, the Sponsor, any members of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual,

by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s

immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue

of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified

domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s

Business Combination at prices no greater than the price at which the securities were originally purchased; (f) in the event

of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (g) by virtue

of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement, as it may be amended from time to

time, upon dissolution of the Sponsor; and (h) in the event of the Company’s completion of a liquidation, merger, share

exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right

to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial

Business Combination; provided, however, that, in the case of clauses (a) through (e), these permitted transferees

must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.




 




8. 

The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership

in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended

or revoked. Each Insider’s biographical information furnished to the Company, if any (including any such information included

in the Prospectus), is true and accurate in all respects and does not omit any material information with respect to such Insider’s

background. Each Insider’s questionnaire furnished to the Company, if any, is true and accurate in all respects. Each Insider

represents and warrants that: it is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order

or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

it has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction

or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it is not currently a defendant

in any such criminal proceeding.




 




9. 

Except as disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider,

nor any director or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee,

monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order

to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that

it is), other than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion

of the initial Business Combination: (i) repayment of a loan and advances up to an aggregate of $300,000 made to the Company by

the Sponsor; (ii) payment to an affiliate of the Sponsor of a total of $10,000 per month for office space, administrative and support

services; (iii) payment of customary fees for financial advisory services; (iv) reimbursement for any reasonable out-of-pocket

expenses related to identifying, investigating and completing an initial Business Combination; and (v) repayment of loans, if any,

and on such terms as to be determined by the Company from time to time, made by the Sponsor or an affiliate of the Sponsor or any

of the Company’s officers or directors to finance transaction costs in connection with an intended initial Business Combination;

provided that if the Company does not consummate an initial Business Combination, a portion of the working capital held

outside the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account

are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at

the option of the lender. Such warrants would be identical to the Private Placement Warrants.




 











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10. The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including,

without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this

Letter Agreement and, as applicable, to serve as a director on the board of directors of the Company and hereby consents to being

named in the Prospectus as a director of the Company.




 




11. As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition,

share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Shares”

shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall mean

the 7,187,500 Class B Ordinary Shares, par value $0.0001 per share, issued and outstanding immediately prior to the consummation

of the Public Offering; (iv) “Initial Shareholders” shall mean the Sponsor and any other person that

holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase an aggregate

of 7,000,000 Ordinary Shares of the Company (or up to 7,750,000 Ordinary Shares of the Company depending on the extent to which

the Underwriters’ over-allotment option is exercised pursuant to the Underwriting Agreement) that the Sponsor, Robin Chhabra

and Irwin Apartment Trust have agreed to purchase for an aggregate purchase price of $7,000,000 (or up to $7,750,000 depending

on the extent to which the Underwriters’ over-allotment option is exercised pursuant to the Underwriting Agreement), or $1.00

per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public

Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account”

shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “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, (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).




 




12. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject

matter hereof 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 Letter Agreement

may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except

by a written instrument executed by (1) each Insider that is the subject of any such change, amendment, modification or waiver

and (2) the Sponsor.




 











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13. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without

the prior written consent 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 Letter Agreement shall be binding

on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.




 




14. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.

The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this

Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit

to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive

jurisdiction and venue or that such courts represent an inconvenient forum.




 




15. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall

be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),

by hand delivery or facsimile or other electronic transmission.




 




16. Each party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other

party to this Letter Agreement (including, for the avoidance of doubt, any Insider with respect to any other Insider), and no party

shall be liable or responsible for the obligations of another party, including, without limitation, indemnification obligations

and notice obligations.




 




17. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods and (ii) the liquidation

of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public

Offering is not consummated and closed by June 30, 2021; provided further that paragraph 4 of this Letter Agreement shall

survive such liquidation.




 




18. This Letter Agreement may be executed in any number of original or facsimile 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.




 




[Signature page follows]




 








    



     



    



  









	 	Sincerely,
	 	 	 
	 	TEKKORP JEMB LLC
	 	 	 
	 	By:	               
	 		Name:

    Matthew Davey
	 		Title:

      Authorized Signatory












  




 




[Signature Page to Letter Agreement]











    



     



    



 




	 	       
	 	Name:  Matthew Davey










 




 




  




[Signature Page to Letter Agreement]




 











    



     



    



 









	 	        
	 	Name:  Morris Bailey



 




 




 




[Signature Page to Letter Agreement]




 











    



     



    



 









	 	        
	 	Name:  Eric Matejevich



 




 




 




[Signature Page to Letter Agreement]




 











    



     



    



 









	 	IRWIN APARTMENT TRUST
	 	 	 
	 	By:	      
	 		Name:

    Nicholas Matt
	 		Title:

      Trustee



 




 




 




[Signature Page to Letter Agreement]




 











    



     



    



 









	 	        	        
	 	 	Name:  Robin Chhabra



  




 




 




[Signature Page to Letter Agreement]




 











    



     



    



 









	 	        	        
	 	 	Name:  Thomas Roche



 




 




 




[Signature Page to Letter Agreement]




 











    



     



    



 









	 	 	 
	 	 	Name:  Tony Rodio



 




 




 




[Signature Page to Letter Agreement]




 











    



     



    



 














	 	 	 
	 	 	Name:  Sean Ryan



 




 




 




[Signature Page

to Letter Agreement]




 











    



     



    



 









	 	Acknowledged and Agreed:
	 	 
	 	TEKKORP DIGITAL ACQUISITION CORP.
	 	 
	 	By:	 
	 		Name:

    Matthew Davey
	 		Title:   Chief Executive Officer












 




 




 




[Signature Page

to Letter Agreement]