Exhibit 10.4




 




REGISTRATION

RIGHTS AGREEMENT




 




THIS

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into

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

Tekkorp JEMB LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties

listed on the signature page hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this

Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).




 




RECITALS




 




WHEREAS,

the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of August 20, 2020, pursuant

to which the Sponsor subscribed for an aggregate of 8,625,000 Class B ordinary shares, par value $0.0001 per share, of the Company

(the “Founder Shares”) (which includes up to 1,125,000 shares that are subject to forfeiture by our

Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised);




 




WHEREAS,

on September 23, 2020, the Sponsor entered into certain Securities Assignment Agreements, pursuant to which the Sponsor assigned

an aggregate of 1,800,000 of its Founder Shares to Irwin Apartment Trust, Robin Chhabra, Thomas Roche, Tony Rodio, Sean Ryan and

Marlon Goldstein;




 




WHEREAS,

on October 19, 2020, the Sponsor and each of Robin Chhabra and Irwin Apartment Trust returned to the Company, at no cost, 1,230,242 and 103,629 Founder Shares, respectively, which the Company cancelled, resulting in an aggregate of 7,187,500 Founder Shares outstanding

(which includes up to 844,758 shares that are subject to forfeiture by our Sponsor and 46,371 shares that are subject to forfeiture

by each of Robin Chhabra and Irwin Apartment Trust depending on the extent to which the underwriters’ over-allotment option

is exercised);




 




WHEREAS,

the Founder Shares are convertible into the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary

Shares”), at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one

basis, subject to adjustment, on the terms and conditions provided in the Company’s amended and restated memorandum and

articles of association, as may be amended from time to time;




 




WHEREAS,

on [●], 2020, the Company, the Sponsor, Irwin Apartment Trust and Robin Chhabra entered into that certain Private Placement

Warrants Purchase Agreement (the “Private Placement Warrants Purchase Agreement”), pursuant to which

(i) the Sponsor agreed to purchase 6,200,000 warrants (or up to 6,950,000 warrants depending on the extent to which the underwriters

in the Company’s initial public offering exercise their over-allotment option), and (ii) each of Mr. Matejevich and Mr.

Chhabra has agreed to purchase 400,000 warrants each (collectively, the “Private Placement Warrants”),

in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering, each

Private Placement Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50; and




 











     



     



    



 




WHEREAS,

the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain

registration rights with respect to certain securities of the Company, as set forth in this Agreement.




 




NOW,

THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally

bound, hereby agree as follows:




 




Article

I


DEFINITIONS




 




1.1 Definitions.

The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:




 




“Adverse

Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith

judgment of the Chairman, the President or the principal financial officer of the Company, after consultation with counsel to

the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration

Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make

the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances

under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were

not being filed and (iii) the Company has a bona fide business purpose for not making such information public.




 




“Agreement”

shall have the meaning given in the Preamble.




 




“Board”

shall mean the Board of Directors of the Company.




 




“Business

Combination” shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar

business combination with one or more businesses, involving the Company.




 




“Commission”

shall mean the Securities and Exchange Commission.




 




“Company”

shall have the meaning given in the Preamble.




 




“Demand

Registration” shall have the meaning given in subsection 2.1.1.




 




“Demanding

Holder” shall have the meaning given in subsection 2.1.1.




 




“Exchange

Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.




 




“Form

S-1” shall have the meaning given in subsection 2.1.1.




 




“Form

S-3” shall have the meaning given in subsection 2.3.




 











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“Founder

Shares” shall have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable

upon conversion thereof.




 




“Founder

Shares Lock-up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one

year after the completion of the Company’s initial Business Combination and (B) subsequent to the Company’s initial

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 dividends, 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 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.




 




“Holders”

shall have the meaning given in the Preamble.




 




“Insider

Letter” shall mean that certain letter agreement, dated as of [●], 2020, by and among the Company, the Sponsor

and each of the Company’s officers, directors and director nominees.




 




“Maximum

Number of Securities” shall have the meaning given in subsection 2.1.4.




 




“Misstatement”

shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration

Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus,

in the light of the circumstances under which they were made) not misleading.




 




“Ordinary

Shares” shall have the meaning given in the Recitals hereto.




 




“Permitted

Transferees” shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such

Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the

case may be, under the Insider Letter and any other applicable agreement between such Holder and the Company and to any transferee

thereafter.




 




“Piggyback

Registration” shall have the meaning given in subsection 2.2.1.




 




“Private

Placement Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers

of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the

exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement

Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business

Combination.




 




“Private

Placement Warrants” shall have the meaning given in the Recitals hereto.




 




“Private

Placement Warrants Purchase Agreement” shall have the meaning given in the Recitals hereto.




 











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“Prospectus”

shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as

amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.




 




“Registrable

Security” shall mean (a) the Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (b) the

Private Placement Warrants (including any Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants),

(c) any outstanding units of the Company, warrants of the Company, Ordinary Shares or any other equity security (including the

Ordinary Shares issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date

of this Agreement, (d) any equity securities (including the Ordinary Shares issued or issuable upon the exercise of any such equity

security) of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company

by a Holder, and (e) any other equity security of the Company sold or issued or issuable with respect to any such Ordinary Share

by way of a share dividend or share sub-division or in connection with a combination of shares, recapitalization, merger, consolidation,

spin-off or reorganization; provided, however, that, as to any particular Registrable Security, such securities

shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall

have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged

in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for

such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public

distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased

to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities

Act (but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker,

dealer or underwriter in a public distribution or other public securities transaction.




 




“Registration”

shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the

requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement

becoming effective.




 




“Registration

Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:




 




(A) all

registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory

Authority, Inc.) and any securities exchange on which the Ordinary Shares are then listed;




 




(B) fees

and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for

the Underwriters in connection with blue sky qualifications of Registrable Securities);




 




(C) printing,

messenger, telephone and delivery expenses;




 




(D) reasonable

fees and disbursements of counsel for the Company;




 











    4



     



    



 




(E) reasonable

fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with

such Registration; and




 




(F) reasonable

fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration

to be registered for offer and sale in the applicable Registration.




 




“Registration

Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions

of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments)

and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration

statement.




 




“Requesting

Holder” shall have the meaning given in subsection 2.1.1.




 




“Securities

Act” shall mean the Securities Act of 1933, as amended from time to time.




 




“Sponsor”

shall have the meaning given in the Recitals hereto.




 




“Underwriter”

shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part

of such dealer’s market-making activities.




 




“Underwritten

Registration” or “Underwritten Offering” shall mean a Registration in which securities

of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.




 




Article

II


REGISTRATIONS




 




2.1 Demand

Registration.




 




2.1.1 Request

for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time

on or after the date the Company consummates the initial Business Combination, the Holders of at least thirty percent (30%) in

interest of the then outstanding number of Registrable Securities (the “Demanding Holders”) may make

a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand

shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution

thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the

Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand,

and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable

Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s

Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in

writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any

such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities

included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable,

the Registration of all Registrable Securities requested by the Demanding Holder(s) and Requesting Holder(s) pursuant to such

Demand Registration, including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty

five (45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall the

Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under

this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration

shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available

at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the

Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance

with Section 3.1 of this Agreement.




 











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2.1.2 Effective

Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration

pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with

the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission

and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,

that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration

pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or

state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not

to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated,

and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to

continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such

election; provided, further, that the Company shall not be obligated or required to file another Registration Statement

until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration

becomes effective or is subsequently terminated.




 




2.1.3 Underwritten

Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding

Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to

such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting

Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation

in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to

the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering

under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for

such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.




 




2.1.4 Reduction

of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand

Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the

dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell,

taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares,

if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights

held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that

can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution

method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable,

the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as

follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on

the respective number of Registrable Securities that each such Holder has requested be included in such Underwritten Registration

and the aggregate number of Registrable Securities that such Holders have requested be included in such Underwritten Registration

(such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum

Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing

clause (i), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding

the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under

the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities of other persons or entities that the Company

is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can

be sold without exceeding the Maximum Number of Securities.




 











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2.1.5 Demand

Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest

of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw

from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company

and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness

of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant

to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten

Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering

and (ii) the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to

a Demand Registration prior to its withdrawal under this subsection 2.1.5.




 




2.2 Piggyback

Registration.




 




2.2.1 Piggyback

Rights. If, at any time on or after the date the Company consummates an initial Business Combination, the Company proposes

to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other

obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of

shareholders of the Company (or by the Company and by the shareholders of the Company), other than a Registration Statement (i)

filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities

solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities

of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to

all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing

date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such

offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in

such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number

of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such

Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities

to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters

of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection

2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included

in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended

method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten

Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s)

selected for such Underwritten Offering by the Company.




 











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2.2.2 Reduction

of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback

Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration

in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (i) the

Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with

persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration

has been requested pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested

pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum

Number of Securities, then:




 




(a) If

the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first,

the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum

Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing

clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to

subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has so requested

exercising its rights to register its Registrable Securities pursuant to subsection 2.2.1 hereof, which can be sold without

exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached

under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to

written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the

Maximum Number of Securities;




 











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(b) If

the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company

shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons

or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities;

(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable

Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro

rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten

Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten

Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum

Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities

that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the

extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares

or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to

separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number

of Securities.




 




2.2.3 Piggyback

Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration

for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his,

her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed

with the Commission with respect to such Piggyback Registration (or in the case of an Underwritten Registration pursuant to Rule

415 under the Securities Act, at least two business days prior to the time of pricing of the applicable offering). The Company

(whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written

contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration

at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement,

the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to

its withdrawal under this subsection 2.2.3.




 




2.2.4 Unlimited

Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall

not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.




 











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2.3 Registrations

on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company,

pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale

of any or all of their Registrable Securities on Form S-3 or any similar short-form registration statement that may be available

at such time pursuant to this Section 2.3 (“Form S-3”); provided, however, that

the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s

receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall

promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each

Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities

in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder

of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s

initial receipt of such written request for a Registration on Form S-3, the Company shall file a Registration Statement relating

to all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all

or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written

notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect

any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the

Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion

in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price

to the public of less than $5,000,000.




 




2.4 Restrictions

on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good

faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of,

a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of

a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts

to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration

and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in

the good faith judgment of the Board, such Registration would be seriously detrimental to the Company and the Board concludes

as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case, the Company

shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the

Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that

it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right

to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not

defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained

in this Agreement, the Company shall not be required to effect or permit any Registration or cause any Registration Statement

to become effective, with respect to any Registrable Securities held by any Holder, until after the expiration of the Founder

Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case may be.




 











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Article

III


COMPANY PROCEDURES




 




3.1 General

Procedures. If at any time on or after the date the Company consummates an initial Business Combination the Company is required

to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit

the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the

Company shall, as expeditiously as possible:




 




3.1.1 prepare

and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use

its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable

Securities covered by such Registration Statement have been sold;




 




3.1.2 prepare

and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements

to the Prospectus, as may be reasonably requested by the majority-in-interest of the Holders with Registrable Securities registered

on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or

instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder

to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold

in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;




 




3.1.3 prior

to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,

if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies

of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each

case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration

Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable

Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition

of the Registrable Securities owned by such Holders;




 




3.1.4 prior

to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered

by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States

as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)

may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to

be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations

of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable

Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;

provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction

where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process

or taxation in any such jurisdiction where it is not then otherwise so subject;




 




3.1.5 cause

all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities

issued by the Company are then listed;




 











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3.1.6 provide

a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective

date of such Registration Statement;




 




3.1.7 advise

each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance

of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening

of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to

obtain its withdrawal if such stop order should be issued;




 




3.1.8 at

least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration

Statement or Prospectus furnish a copy thereof to each seller of such Registrable Securities or its counsel;




 




3.1.9 notify

the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities

Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect,

includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;




 




3.1.10 permit

a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter

to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s

officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney

or accountant in connection with the Registration; provided, however, that such representatives or Underwriters

enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or

disclosure of any such information;




 




3.1.11 obtain

a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten

Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters

as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating

Holders;




 




3.1.12 on

the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date,

of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales

agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which

such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily

included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating

Holders;




 




3.1.13 in

the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary

form, with the managing Underwriter of such offering;




 











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3.1.14 make

available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve

(12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration

Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;




 




3.1.15 if

the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its

reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations

that may be reasonably requested by the Underwriter in any Underwritten Offering; and




 




3.1.16 otherwise,

in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection

with such Registration.




 




3.2 Registration

Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders

that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’

commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration

Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.




 




3.3 Requirements

for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities

of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s

securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all

customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents

as may be reasonably required under the terms of such underwriting arrangements.




 




3.4 Suspension

of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus

contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or

it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company

hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until

he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness

or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse

Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company

for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders,

delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time,

but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event

the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of

the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to

sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it

exercised its rights under this Section 3.4.




 











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3.5 Reporting

Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting

company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable

grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the

Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants

that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable

such Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of

the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions. Upon the request

of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it

has complied with such requirements.




 




Article

IV


INDEMNIFICATION AND CONTRIBUTION




 




4.1 Indemnification.




 




4.1.1 The

Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and

agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages,

liabilities and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting from

any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus

or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein

or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information

or affidavit so furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the

Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities

Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.




 




4.1.2 In

connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish

to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such

Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors, officers

and agents and each person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages,

liabilities and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting from

any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus

or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein

or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained

in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however,

that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the

liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by

such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities

shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning

of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.




 











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4.1.3 Any

person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect

to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to

indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in

such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may

exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory

to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement

made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party

who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of

more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable

judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified

parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the

entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money

is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional

term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such

claim or litigation.




 




4.1.4 The

indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by

or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive

the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to

make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s

or such Holder’s indemnification is unavailable for any reason.




 




4.1.5 If

the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold

harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein,

then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by

the indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as

is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant

equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference

to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or

omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party

or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information

and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this

subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise

to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall

be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any

legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation

or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection

4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable

considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning

of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person

who was not guilty of such fraudulent misrepresentation.




 











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Article

V


MISCELLANEOUS




 




5.1 Notices.

Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed

to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person

or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each

notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given,

served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed

and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered

to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee

upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 1000 N. West Street,

Suite 1200, Wilmington, DE 19801, Attention: Co-Chairman, and, if to any Holder, at such Holder’s address or facsimile number

as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to

time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery

of such notice as provided in this Section 5.1.




 




5.2 Assignment;

No Third Party Beneficiaries.




 




5.2.1 This

Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole

or in part.




 




5.2.2 Prior

to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder

may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in

connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee.




 











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5.2.3 This

Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors

and the permitted assigns of the Holders, which shall include Permitted Transferees.




 




5.2.4 This

Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth

in this Agreement and Section 5.2 hereof.




 




5.2.5 No

assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate

the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1

hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the

terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.




 




5.3 Counterparts.

This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed

an original, and all of which together shall constitute the same instrument, but only one of which need be produced.




 




5.4 Governing

Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY

AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS

AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK.




 




5.5 Amendments

and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable

Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement

may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however,

that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her

or its capacity as a holder of the shares of the Company, in a manner that is materially different from the other Holders (in

such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and

any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under

this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise

of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights

or remedies hereunder or thereunder by such party.




 











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5.6 Other

Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has

any right to require the Company to register any securities of the Company for sale or to include such securities of the Company

in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person.

Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement

with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement,

the terms of this Agreement shall prevail.




 




5.7 Term.

This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities.

The provisions of Section 3.5 and Article IV shall survive any termination.




 




[Signature

Page Follows]










 











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IN

WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.




 




	 	COMPANY:
	 	 	 
	 	TEKKORP DIGITAL ACQUISITION CORP.,
	 	 	 
	 	a Cayman Islands exempted company
	 	 	 
	 	By:	 
	 	 	Name:

    Matthew Davey
	 	 	Title:   Chief

    Executive Officer
	 	 	 
	 	 	 
	 	HOLDERS:
	 	 	 
	 	TEKKORP JEMB LLC,
	 	 	 
	 	a Cayman Islands limited liability company
	 	 	 
	 	By:	 
	 	 	Name:

    Matthew Davey
	 	 	Title:   Authorized

    Signatory
	 	 
	 	 
	 	Name: Morris Bailey
	 	 	 
	 	 
	 	 
	 	Name: Eric Matejevich
	 	 
	 	 	 
	 	IRWIN APARTMENT TRUST
	 	 	 
	 	By:

    	 
	 	 	Name:

    Nicholas Matt
	 	 	Title:   Trustee
	 	 	 
	 	 
	 	Name:

    Robin Chhabra
	 	 
	 	 
	 	Name:

    Thomas Roche
	 	 
	 	 
	 	Name:

    Tony Rodio
	 	 
	 	 
	 	Name:

    Sean Ryan
	 	 
	 	 
	 	Name:

    Marlon Goldstein



 











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