Exhibit

10.6




 




PRIVATE

PLACEMENT WARRANTS PURCHASE AGREEMENT




 




THIS

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2020 (as it may from time to time be amended, this “Agreement”),

is entered into by and among Tekkorp Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”),

Tekkorp JEMB LLC, a Cayman Islands limited liability company (the “Sponsor”), Irwin Apartment Trust and Robin

Chhabra (collectively, with Irwin Apartment Trust and the Sponsor, the “Purchasers” and each, a “Purchaser”).




 




WHEREAS:




 




The

Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),

each unit consisting 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 entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share; and




 




Each

of the Purchasers has agreed to purchase a number of warrants as indicated opposite such Purchaser’s name on Annex I

hereto (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase

one Ordinary Share at an exercise price of $11.50 per Ordinary Share.




 




NOW

THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound,

agree as follows:




 




AGREEMENT




 




Section

1. Authorization, Purchase and Sale; Terms of the Private Placement Warrants.




 




A.

Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement

Warrants to the Purchasers.




 




B.

Purchase and Sale of the Private Placement Warrants.




 




(i)

On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by each of the

Purchasers and the Company (the “Initial Closing Date”), the Company shall issue and sell to each Purchaser,

and each Purchaser shall purchase from the Company, the number of Private Placement Warrants that is indicated opposite such Purchaser’s

name on Annex I hereto at a price of $1.00 per warrant for the aggregate purchase price that is indicated on Annex I

hereto (the “Purchase Price”), which shall be paid by such Purchaser by wire transfer of immediately available

funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions.

On the Initial Closing Date, following the payment by each of the Purchasers of its Purchase Price by wire transfer of immediately

available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants

purchased and received by such Purchaser on such date duly registered in such Purchaser’s name to such Purchaser or effect

such delivery in book-entry form.




 











     



     



    



 




(ii)

On the date of any closing of the over-allotment option in connection with the Public Offering or on such earlier time and date

as may be mutually agreed by the Sponsor and the Company (each such date, an “Over-allotment Closing Date,”

and each Over-allotment Closing Date (if any and where applicable) and the Initial Closing

Date, a “Closing Date”), the Company shall issue and sell to the Sponsor, and the Sponsor shall purchase

from the Company, up to an aggregate of 750,000 Private Placement Warrants, in the same proportion as the amount of the option

that is then so exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $750,000.00 (if the over-allotment

option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”),

which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to such Over-allotment

Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, following the payment

by the Sponsor of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company,

at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Sponsor on such date duly

registered in the Sponsor’s name to the Sponsor, or effect such delivery in book-entry form.




 




C.

Terms of the Private Placement Warrants.




 




(i)

Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant

agent, in connection with the Public Offering (a “Warrant Agreement”).




 




(ii)

At the time of, or prior to, the closing of the Public Offering, the Company and each of the Purchasers shall enter into a registration

rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration

rights to the Purchasers relating to the Private Placement Warrants and the Ordinary Shares underlying the Private Placement Warrants.




 




Section

2. Representations and Warranties of the Company. As a material inducement to the Purchasers to enter into this Agreement

and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchasers (which representations

and warranties shall survive the Closing Date) that:




 




A.

Organization and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing

under the laws of the Cayman Islands 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 and the Warrant Agreement.




 











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B.

Authorization; No Breach.




 




(i)

The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the

Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance

with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement,

the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their

terms as of the Closing Date.




 




(ii)

The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private

Placement Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Warrants and the fulfillment, of

and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict

with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation

of any lien, security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a

violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or

filing with, any court or administrative or governmental body or agency pursuant to, the amended and restated memorandum and articles

of association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public

Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment

or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities

laws.




 




C.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, and registration in the register of members

of the Company, the terms hereof and the Warrant Agreement and the Amended and Restated Memorandum and Articles of Association

of the Company, the Ordinary Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued,

fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement,

the Purchasers will have good title to the Private Placement Warrants and the Ordinary Shares issuable upon exercise of such Private

Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions

hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities

laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchasers.




 




D.

Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental

authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation

by the Company of any other transactions contemplated hereby.




 




Section

3. Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and

issue and sell the Private Placement Warrants to the Purchasers, each of the Purchasers, as to itself, himself or herself only,

hereby represents and warrants, severally and not jointly, to the Company (which representations and warranties shall survive

the Closing Date) that:




 











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A.

Organization and Requisite Authority. Such Purchaser possesses all requisite power and authority necessary to carry out

the transactions contemplated by this Agreement.




 




B.

Authorization; No Breach.




 




(i)

This Agreement constitutes a valid and binding obligation of such Purchaser, enforceable in accordance with its terms, subject

to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating

to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).




 




(ii)

The execution and delivery by such Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by

such Purchaser does not and shall not as of the Closing Date conflict with or result in a breach by such Purchaser of the terms,

conditions or provisions of any agreement, instrument, order, judgment or decree to which such Purchaser is subject.




 




C.

Investment Representations.




 




(i)

Such Purchaser is acquiring Private Placement Warrants as described above and, upon exercise of such Private Placement Warrants,

the Ordinary Shares issuable upon such exercise (collectively, the “Securities”), for such Purchaser’s

own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution

thereof.




 




(ii)

Such Purchaser 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”).




 




(iii)

Such Purchaser understands that the Securities are being offered and will be sold to it, him or her in reliance on specific exemptions

from the registration requirements of the United States federal and state securities laws and that the Company is relying upon

the truth and accuracy of, and such Purchaser’s compliance with, the representations and warranties of such Purchaser set

forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire such Securities.




 




(iv)

Such Purchaser decided to enter into this Agreement not as a result of any general solicitation or general advertising within

the meaning of Rule 502(c) of Regulation D under the Securities Act.




 




(v)

Such Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials

relating to the offer and sale of the Securities which have been requested by such Purchaser. Such Purchaser has been afforded

the opportunity to ask questions of the executive officers and directors of the Company. Such Purchaser understands that its investment

in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered

necessary to make an informed investment decision with respect to the acquisition of the Securities.




 




(vi)

Such Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed

on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities

by such Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.




 











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(vii)

Such Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any

state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) in a registered transaction or

(2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement,

neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state

securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, such Purchaser understands

that the Securities and Exchange Commission (the “SEC”) has taken the position that promoters or affiliates

of a blank check company and their transferees, both before and after a Business Combination, are deemed to be “underwriters”

under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant

to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements

of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the

registration requirements of the Securities Act.




 




(viii)

Such Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated

with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits

and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount

contemplated hereunder for an indefinite period of time. Such Purchaser has adequate means of providing for its current financial

needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment

in the Securities. Such Purchaser can afford a complete loss of its investments in the Securities.




 




(ix)

Such Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the

Warrant Agreement.




 




Section

4. Conditions of the Purchasers’ Obligations. The obligations of each of the Purchasers to purchase and pay for the

Private Placement Warrants are subject to the fulfillment, on or before the Closing Date, of each of the following conditions:




 




A.

Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true

and correct at and as of the Closing Date as though then made.




 




B.

Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in

this Agreement that are required to be performed or complied with by it on or before the Closing Date.




 




C.

No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been

enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory

organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions

contemplated by this Agreement or the Warrant Agreement.




 




D.

Warrant Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to

each of the Purchasers.




 











    5 



     



    



 




Section

5. Conditions of the Company’s Obligations. The obligations of the Company to each of the Purchasers under this Agreement

are subject to the fulfillment, on or before the Closing Date, of each of the following conditions:




 




A.

Representations and Warranties. The representations and warranties of such Purchaser contained in Section 3 shall be true

and correct at and as of the Closing Date as though then made.




 




B.

Performance. Such Purchaser shall have performed and complied with all agreements, obligations and conditions contained

in this Agreement that are required to be performed or complied with by the Purchaser on or before the Closing Date.




 




C.

No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been

enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory

organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions

contemplated by this Agreement or the Warrant Agreement.




 




D.

Warrant Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to

the Company.




 




Section

6. Termination. This Agreement may be terminated at any time after June 30, 2021 upon the election by either the Company or

each of the Purchasers upon written notice to the other party if the closing of the Public Offering does not occur prior to such

date.




 




Section

7. Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the

Closing Date.




 




Section

8. Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the

registration statement on Form S-1 the Company has filed with the SEC, under the Securities Act.




 




Section

9. Miscellaneous.




 




A.

Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement

by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto

whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this

Agreement, other than assignments by the Sponsor to affiliates thereof.




 




B.

Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective

and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable

law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder

of this Agreement.




 











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C.

Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the

signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.




 




D.

Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and

do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall

be by way of example rather than by limitation.




 




E.

Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all

purposes shall be construed in accordance with the internal laws of the State of New York.




 




F.

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

executed by all parties hereto.




 




[Signature

page follows]




 








    7 



     



    



 




IN

WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.









	 	 	 
	 	COMPANY:
	 	 
	 	TEKKORP DIGITAL ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:Matthew Davey
	 	 	Title:Chief Executive Officer
	 	 	 
	 	 	 
	 	PURCHASERS:
	 	 
	 	TEKKORP JEMB LLC
	 	 	 
	 	By:	 
	 	 	Name:Matthey Davey
	 	 	Title:Authorized Signatory
	 	 	 
	 	 	 
	 	IRWIN APARTMENT TRUST
	 	 	 
	 	By:	 
	 	 	Name:Nicholas Matt
	 	 	Title:Trustee
	 	 
	 	 
	 	Robin

    Chhabra





 









[Signature

page to Private Placement Warrants Purchase Agreement]




 











     



     



    








 




ANNEX

I




 




	Purchaser’s Name	 	Number of Private Placement Warrants to be Purchased	 	Aggregate

Purchase Price

	Tekkorp JEMB LLC		6,200,000 (not including additional Private Placement Warrants that may be purchased pursuant to Section 1(B)(2))	 	$6,200,000

(not including additional Private Placement Warrants that may be purchased pursuant to Section 1(B)(2))

	Irwin Apartment Trust	 	400,000	 	$400,000

	Robin Chhabra	 	400,000	 	$400,000





 









[Signature

page to Private Placement Warrants Purchase Agreement]