Exhibit
10.5


 


PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 21, 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 plus up to an additional number of warrants as indicated opposite such Purchaser’s name on Annex II hereto
(collectively, 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 his or 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 each of the Purchasers 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 each Purchaser, and each Purchaser shall
purchase from the Company, up to an aggregate number of Private Placement Warrants that is indicated opposite such Purchaser’s
name on Annex II hereto, in the same proportion as the amount of the option that is then so exercised, at a price of $1.00
per warrant for up to the aggregate purchase price that is indicated on Annex II hereto (such purchase price to be as indicated
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 each of the Purchasers of his or its 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
and received by such Purchaser on such date duly registered in the such Purchaser’s name to such Purchaser, 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.


 






    2


     


    

 


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.


 






    3


     


    

 


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:


 


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.


 






    4


     


    

 


(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.


 


(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.


 






    5


     


    

 


D.
Warrant Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to
each of the Purchasers.


 


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.


 






    6


     


    

 


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:	/s/ Matthew Davey
	 	 	Name: Matthew Davey
	 	 	Title: Chief Executive Officer


 


	 	PURCHASERS:
	 	 
	 	TEKKORP
    JEMB LLC
	 	 	 
	 	By:	/s/ Matthew Davey
	 	 	Name: Matthey Davey
	 	 	Title: Authorized Signatory


 


	 	IRWIN
    APARTMENT TRUST
	 	 	 
	 	By:	/s/ Nicholas Matt
	 	 	Name: Nicholas Matt
	 	 	Title: Trustee


 


	 	/s/ Robin Chhabra
	 	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	 	 	$	6,200,000	 
	Irwin Apartment Trust	 	 	400,000	 	 	$	400,000	 
	Robin Chhabra	 	 	400,000	 	 	$	400,000	 



 


		*	Not
including any additional Private Placement Warrants that may be purchased pursuant to Section 1(B)(2). See Annex II.



 






    


     


    

 


ANNEX
II


  


	Purchaser’s Name	 	Maximum Number of Additional Private

 Placement Warrants to be

 Purchased Pursuant to 

Section 1(B)(2)	 	 	Maximum Aggregate

 Purchase Price
 
	 
	Tekkorp JEMB LLC	 	 	650,000	 	 	$	650,000	 
	Irwin Apartment Trust	 	 	50,000	 	 	$	50,000	 
	Robin Chhabra	 	 	50,000	 	 	$	50,000