Common use of Introductory Clause in Contracts

Introductory. Tekkorp Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Kismet Acquisition Three Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), proposesagrees with the several underwriters named in Schedule I hereto (collectively, upon the terms and conditions set forth in this agreement (this “AgreementUnderwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several underwriters named in Schedule A Underwriters 25,000,000 units (the “UnderwritersUnits”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 3,750,000 additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by cover over-allotments, if any (the Company pursuant to such option are collectively “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Optional Securities.” The Firm Securities and, if and to ”). To the extent such option is exercisedthat there are no additional Underwriters listed on Schedule I other than you, the Optional Securities term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are collectively called the defined in Section 23 of this agreement (this “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “OfferingAgreement”). Each Unit consists of one of the Company’s Class A ordinary share of shares (the Company, par value $0.0001 per share (“Class A Ordinary ShareShares”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder thereof holder, upon exercise, to purchase one Class A Ordinary Share (the “Public WarrantsWarrant(s)”). The Class A Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share for at a price of $11.50 per share share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) or 12 and twelve (12) months from the date of the closing consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only a whole Public Warrant Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisitionshare reconstruction and amalgamation, stock purchasecontractual control arrangement with, reorganization purchasing all or substantially all of the assets of, or any other similar business combination with one or more businessesbusinesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,687,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.003 per share (the “Founder Shares”). Up to 937,500 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,666,667 warrants (or up to 5,166,667 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Introductory. Tekkorp Digital Live Oak Acquisition Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 20,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 3,000,000 Units as provided in Section 2. The additional 3,750,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Ordinary ShareClass A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Ordinary Share share of Class A Common Stock (the “Public WarrantsWarrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Artius II Acquisition Corp.Inc., a Cayman Islands exempted company (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule A I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) an aggregate of are acting as representative, 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in ) of the Offering Company (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 3,750,000 additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments, if any (the “Optional Securities.” ”), as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “To the extent that there are no additional Underwriters listed on Schedule I other than you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “OfferingAgreement”). Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (the “Ordinary ShareShares”), and oneone right to receive one twenty-half fifth (1/25) of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public WarrantsRights”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,250,000 (or 1,437,500 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Public Warrants Rights included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (or, if such date is not a business day, the following business day day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants The Distributable Shares will be issued upon separation to holders of outstanding Ordinary Shares issued in connection with the sale of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days hereunder that are outstanding after the completion of Company redeems Ordinary Shares that the holders thereof have elected to redeem in connection with an initial Business Combination (as defined below) or 12 months from ), and the date distribution of Distributable Shares will occur substantially concurrently with the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such an initial Business Combination (as defined below) upon the satisfaction or earlier waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon redemption conversion of any rights or liquidation; provided, however, that pursuant in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the Warrant Agreement (as defined below)nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, only a whole Public Warrant may will not be exercised at separately transferable, assignable or saleable, and will not be evidenced by any given time by a holder thereofcertificate or instrument. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 (the “Securities Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). Up to 937,500 of the Founder Shares are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 200,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $2,000,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one twenty-fifth (1/25) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Tekkorp Digital R▇▇▇ ▇▇ Acquisition Corp.IV Co., a Cayman Islands exempted company Delaware corporation (the “Company”), proposesproposes to sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several underwriters named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”), an aggregate of 10,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. Each Firm Unit consists of one share of common stock, par value $0.0001 per share (“Common Stock” and the shares of Common Stock included in the Firm Units, the “Firm Shares”) of the Company and one-half of one warrant (collectively, the “Firm Warrants”), of which each whole Firm Warrant entitles the holder thereof to purchase one share of Common Stock under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in this agreement (this “Agreement”)Section 3 hereof, up to issue and sell to the several underwriters named in Schedule A an additional 1,500,000 units (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Optional Units”), including 2,000,000 each unit consisting of one share of Common Stock (collectively, the “Optional Shares”) and one-half of one warrant as described above (collectively, the “Optional Warrants”). The Firm Units that may be purchased in and the Offering Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” R▇▇▇ Capital Partners, LLC (as defined below“R▇▇▇”) by and C▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC (“C▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” -▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act are acting as representative representatives of the several Underwriters (and in such capacity, capacity are hereinafter referred to as the “Representative”) in connection with Representatives.” The several Underwriters propose initially to offer the offering of the Offered Securities Public Units for sale to upon the public as contemplated terms set forth in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Public Shares and the Public Warrants included in the Firm Units and any Optional Units will not trade be separately tradable until the 52nd 90th day following after the date of the IPO Prospectus or, if such date is not a business day, the following business day (hereof unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such containing an audited balance sheet, sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, holder to purchase one Ordinary Share share of Common Stock for $11.50 per share during the period commencing on the later of 30 thirty (30) days after the completion of an initial Business Combination Combination, and (as defined belowii) or 12 months from the date of the closing of the Offering and terminating expiring at 5:00 P.M., New York City time, on the five-year fifth anniversary of the date of the completion of such an initial Business Combination (as defined below) or earlier upon redemption or liquidationredemption; provided, however, provided that pursuant to no fractional shares of Common Stock shall be issued in respect of the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereofWarrants. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businessesbusinesses or entities and involving the Company. In February 2019, the Company issued an aggregate of 100 shares of Common Stock (the “Insider Shares”) to CR Financial Holdings, Inc. for an aggregate purchase price of $25,000. On June 29, 2020, the Company effected a dividend of 43,125 shares of common stock for each share outstanding resulting in there being an aggregate of 4,312,500 Insider Shares outstanding. In July and August 2020, CHLM Sponsor LLC, an entity affiliated with C▇▇▇▇-▇▇▇▇▇▇, and certain of the Company’s directors, officers and affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. an aggregate of 3,022,825 Insider Shares for an aggregate purchase price of $17,523.61. On July 1, 2021, certain of the Company’s initial stockholders sold an aggregate of 1,490,874 Insider Shares back to the Company for an aggregate purchase price of $8,642.75. Of those Insider Shares, 1,437,500 shares were cancelled and the remaining 53,374 shares were purchased by certain of the Company’s officers from the Company for an aggregate purchase price of $464.11. On July 1, 2021, certain of the Company’s directors purchased from CR Financial Holdings, Inc. an aggregate of 113,860 Insider Shares for an aggregate purchase price of $990.10. As a result of the foregoing, there is an aggregate of 2,875,000 Insider Shares outstanding. The Insider Shares include an aggregate of up to 375,000 shares of Common Stock subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the holders of the Insider Shares will collectively own 20.0% of the Company’s issued and outstanding Common Stock after the Offering (excluding the sale of Private Units (as defined below) and assuming that holders of the Insider Shares do not purchase Public Units in the Offering). The holders of the Insider Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Insider Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Insider Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Insider Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Insider Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110.05. The Company has entered into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) dated as of _____, 2021, with certain of the holders of Insider Shares (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 424,000 units (or up to 461,500 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one share of Common Stock (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one-half of one warrant (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). The Private Units, Private Shares and Private Warrants are substantially similar to the Public Units, Public Shares and Public Warrants, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants with CST, as warrant agent, substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants. The Company has entered into an Escrow Agreement, dated as of the date hereof, with CST, as escrow agent, substantially in the form filed as an exhibit to the Registration Statement (the “Escrow Agreement”), pursuant to which the Insider Shares will be placed in escrow with CST until the fulfillment of certain conditions set forth therein. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial stockholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial stockholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representatives have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement. The Company confirms that it has engaged EarlyBirdCapital, Inc. (“EBC”), and EBC confirms its agreement with the Company, to render services as a “qualified independent underwriter” within the meaning of Rule 5121 of the rules of the Financial Industry Regulatory Authority (“FINRA”) with respect to the Offering. EBC, solely in its capacity as a qualified independent underwriter with respect to the Offering, and not otherwise, is referred to herein as the “QIU.”

Introductory. Tekkorp Digital VPC Impact Acquisition Corp.Holdings, a Cayman Islands exempted company (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 20,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 3,000,000 Units as provided in Section 2. The additional 3,750,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one Class A ordinary share of the Company’s Class A ordinary shares, par value $0.0001 per share (“Ordinary ShareShares”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Ordinary Share (the “Public WarrantsWarrant(s)”). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Acquisition Corp.Newmont Mining Corporation, a Cayman Islands exempted company Delaware corporation (the “"Company”"), proposesproposes to issue and sell from time to time (i) shares of common stock of the Company (the "Common Shares"), upon (ii) shares of a series of preferred stock of the Company (the "Preferred Shares") which may be convertible into Common Shares, (iii) depositary shares (the "Depositary Shares") which will represent a fraction of a Preferred Share or (iv) warrants to purchase Common Shares (the "Warrants") which may be sold separately or together with Common Shares. The Common Shares, the Preferred Shares, the Depositary Shares and the Warrants are hereinafter referred to as the "Securities". The Securities are registered under the registration statement referred to in Section 2(a). Particular issuances or series of the Securities will be sold pursuant to a Terms Agreement referred to in Section 3 in the form of Annex I attached hereto, for resale in accordance with the terms of offering determined at the time of sale. Under such Terms Agreement, subject to the terms and conditions hereof, the Company will agree to issue and sell, and the firm or firms specified therein (the "Underwriters") will agree to purchase, the amount of Securities specified therein (the "Firm Securities"). In such Terms Agreement, the Company also may grant to such Underwriters, subject to the terms and conditions set forth in this agreement (this “Agreement”)therein, to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up additional Securities in an amount not to an exceed the amount specified in such Terms Agreement (such additional 3,750,000 Units Securities are hereinafter referred to as provided in Section 2the "Option Securities"). The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities andand the Option Securities are hereinafter collectively referred to as the "Offered Securities". The representative or representatives of the Underwriters, if and any, specified in a Terms Agreement referred to in Section 3 are hereinafter referred to as the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation"Representatives"; provided, however, that if the Terms Agreement does not specify any representative of the Underwriters, the term "Representatives", as used in this Agreement (other than in Section 5(c) and the second sentence of Section 3) shall mean the Underwriters. Each Common Share issued pursuant to a Terms Agreement referred to in Section 3, upon conversion of Preferred Shares or Depositary Shares or upon exercise of a Warrant will include one preferred share purchase right (the "Junior Preferred Rights") entitling the holder thereof to purchase, under certain circumstances, one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $1.60 per share, of the Company, subject to adjustment. The Junior Preferred Rights are to be issued pursuant to a Rights Agreement dated as of August 31, 2000, between the Company and ChaseMellon Shareholder Services LLC, as rights agent. Preferred Shares issued pursuant to the Terms Agreement referred to in Section 3 will be issued in accordance with a Certificate of Designations as specified in such Terms Agreement (the "Certificate of Designations"). Depositary Shares issued pursuant to the Terms Agreement referred to in Section 3 will be issued under a Deposit Agreement (the "Deposit Agreement") between the Company and a bank or trust company selected by the Company as specified in such Terms Agreement (the "Depositary"). Warrants issued pursuant to the Terms Agreement referred to in Section 3 will be issued under a Warrant Agreement (the "Warrant Agreement") between a bank or trust company selected by the Company as defined belowspecified in such Terms Agreement (the "Warrant Agent"), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital EdtechX Holdings Acquisition Corp.Corp. II, a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 10,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 10,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 1,500,000 Units as provided in Section 2. The additional 3,750,000 1,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Ordinary ShareClass A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Ordinary Share share of Class A Common Stock (the “Public WarrantsWarrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationLiquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesbusinesses or entities.

Introductory. Tekkorp Digital Acquisition Corp.TKB Critical Technologies 1, a Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in listed on Schedule A hereto (the “Underwriters”) an aggregate of 25,000,000 20,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 3,000,000 Units as provided in Section 2. The additional 3,750,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇J▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (“Class A Ordinary ShareShares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share (the “Public WarrantsWarrant(s)”). The Class A Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless the Representative Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole Public Warrant warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses or entities.

Introductory. Tekkorp Digital Artius II Acquisition Corp.Inc., a Cayman Islands exempted company (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule A I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) an aggregate of 25,000,000 are acting as representative, 20,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in ) of the Offering Company (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 3,000,000 additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments, if any (the “Optional Securities.” ”), as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “To the extent that there are no additional Underwriters listed on Schedule I other than you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “OfferingAgreement”). Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (the “Ordinary ShareShares”), and one-half one right to receive one tenth (1/10) of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public WarrantsRights”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Public Warrants Rights included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (or, if such date is not a business day, the following business day day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants The Distributable Shares will be issued upon separation to holders of outstanding Ordinary Shares issued in connection with the sale of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days hereunder that are outstanding after the completion of Company redeems Ordinary Shares that the holders thereof have elected to redeem in connection with an initial Business Combination (as defined below) or 12 months from ), and the date distribution of Distributable Shares will occur substantially concurrently with the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such an initial Business Combination (as defined below) upon the satisfaction or earlier waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon redemption conversion of any rights or liquidation; provided, however, that pursuant in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the Warrant Agreement (as defined below)nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, only a whole Public Warrant may will not be exercised at separately transferable, assignable or saleable, and will not be evidenced by any given time by a holder thereofcertificate or instrument. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 (the “Securities Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Tekkorp Digital Acquisition AEA-Bridges Impact Corp., a Cayman Islands exempted company (the “Company”), proposesagrees with the several underwriters named in Schedule I hereto (collectively, upon the terms “Underwriters”), for whom Credit Suisse Securities (USA) LLC and conditions set forth in this agreement Citigroup Global Markets Inc. are acting as representatives (this “Agreementthe Representatives”), to issue and sell to the several underwriters named in Schedule A Underwriters 40,000,000 units (the “UnderwritersUnits”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 6,000,000 additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by cover over-allotments, if any (the Company pursuant to such option are collectively “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Optional Securities.” The Firm Securities and, if ”). Certain capitalized terms used herein and to the extent such option is exercised, the Optional Securities not otherwise defined are collectively called the defined in Section 23 of this agreement (this “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “OfferingAgreement”). Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (the “Ordinary ShareShares”), and one-half of one redeemable warrant, where each whole warrant entitling the holder thereof holder, upon exercise, to purchase one Ordinary Share (the “Public WarrantsWarrant(s)”). The Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for at a price of $11.50 per share share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) or 12 and twelve (12) months from the date of the closing consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only a whole Public Warrant Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. Tekkorp Digital Bright Lights Acquisition Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in listed on Schedule A hereto (the “Underwriters”) an aggregate of 25,000,000 20,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 3,000,000 Units as provided in Section 2. The additional 3,750,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has and Moelis & Company LLC (“Moelis”) have agreed to act as representative the representatives of the several Underwriters (together in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representatives” as used herein shall mean you, as Underwriters. Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Ordinary ShareClass A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share share of Class A Common Stock (the “Public WarrantsWarrant(s)”). The Ordinary Shares shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole Public Warrant warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital AP Acquisition Corp.Corp, a Cayman Islands exempted company (the “Company”), proposesproposes to sell to you and, upon as applicable, to the terms and conditions set forth several underwriters named in this agreement Schedule I hereto (this collectively, the “AgreementUnderwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 Underwriters 15,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in ) of the Offering Company (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 2,250,000 additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments, if any (the “Optional Securities.” ”) as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “To the extent that there are no additional Underwriters listed on Schedule I other than you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “OfferingAgreement”). Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (the “Ordinary ShareShares”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder thereof holder, upon exercise, to purchase one Ordinary Share (the “Public WarrantsWarrant(s)”). The Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (or, if such date is not a business day, the following business day day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for at a price of $11.50 per share share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only a whole Public Warrant Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Warrant Agreement, effective as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company will enter into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 9,500,000 warrants (or up to 10,625,000 warrants if the Underwriters’ over-allotment option is exercised in full) at a price of $1.00 per Private Placement Warrant, each entitling the holder, upon exercise, to purchase one Ordinary Share (the “Private Placement Warrants”) for $11.50 per share. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of $10,000 for office space and secretarial and administrative services.

Introductory. Tekkorp Digital Z-Work Acquisition Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 20,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 3,000,000 Units as provided in Section 2. The additional 3,750,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” ”, “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Ordinary ShareClass A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Ordinary Share share of Class A Common Stock (the “Public WarrantsWarrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Kismet Acquisition Two Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), proposesagrees with the several underwriters named in Schedule I hereto (collectively, upon the terms and conditions set forth in this agreement (this “AgreementUnderwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several underwriters named in Schedule A Underwriters 20,000,000 units (the “UnderwritersUnits”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 3,000,000 additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by cover over-allotments, if any (the Company pursuant to such option are collectively “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Optional Securities.” The Firm Securities and, if and to ”). To the extent such option is exercisedthat there are no additional Underwriters listed on Schedule I other than you, the Optional Securities term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are collectively called the defined in Section 23 of this agreement (this “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “OfferingAgreement”). Each Unit consists of one of the Company’s Class A ordinary share of shares (the Company, par value $0.0001 per share (“Class A Ordinary ShareShares”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder thereof holder, upon exercise, to purchase one Class A Ordinary Share (the “Public WarrantsWarrant(s)”). The Class A Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share for at a price of $11.50 per share share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) or 12 and twelve (12) months from the date of the closing consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only a whole Public Warrant Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisitionshare reconstruction and amalgamation, stock purchasecontractual control arrangement with, reorganization purchasing all or substantially all of the assets of, or any other similar business combination with one or more businessesbusinesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Warrants (as defined below) and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Purchase Agreement, dated September 21, 2020 (the “Founder’s Purchase Agreement”), with Kismet Sponsor Limited, a business company with limited liability incorporated in the British Virgin Islands (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 4,812,500 Class B ordinary shares of the Company (the “Class B Ordinary Shares”), for a total subscription price of $25,000, or approximately $0.005 per share (the “Founder Shares”). On January 25, 2021, the Company effected a share dividend resulting in the Sponsor holding an aggregate of 6,250,000 Class B Ordinary Shares. Up to 750,000 Class B Ordinary Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Class B Ordinary Shares are substantially similar to the Class A Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option is exercised in full), at a price of $1.50 per warrant, each warrant entitling the holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof (the “Forward Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Sponsor agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $20,000,000 of units (which, at the option of the Sponsor, can be increased to up to $50,000,000 of units) (the “Forward Purchase Securities”), each unit consisting of one Class A Ordinary Share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward Purchase Warrants”) to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibit 10.2 and Exhibit 10.3, respectively, to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), pursuant to which the Company will pay to Kismet Capital Group LLC an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative services.

Introductory. Tekkorp Digital Chenghe Acquisition Corp.Co., a Cayman Islands exempted company (the “Company”), proposesagrees with the several underwriters named in Schedule I hereto (collectively, upon the terms and conditions set forth in this agreement (this “AgreementUnderwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several underwriters named in Schedule A Underwriters 10,000,000 units (the “UnderwritersUnits”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,500,000 additional Units of the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments (the “Optional Securities.” ”) as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “To the extent that there are no additional Underwriters listed on Schedule I other than you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 to this agreement (this “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “OfferingAgreement”). Each Unit consists of one Class A ordinary share of the Companyshare, par value $0.0001 per share share, of the Company (“Class A Ordinary Share”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Class A Ordinary Share (the “Public WarrantsWarrant(s)”). The Class A Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate tradingday), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will beginbegin (unless the Representative informs the Company of its decision to allow earlier separate trading). No fractional Public Warrants will be issued upon separation of the Units Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share for at a price of $11.50 per share share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company entered into a Securities Subscription Agreement, dated April 8, 2021 (the “Founder’s Purchase Agreement”), with Chenghe Investment Co., a Cayman Islands exempted company with limited liability (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares, par value approximately $0.003 per share, of the Company (the “Founder Shares” and, together with the Class A Ordinary Shares, the “Ordinary Shares”) for an aggregate purchase price of $25,000 . On June 20, 2021 and December 28, 2021, respectively, the Sponsor surrendered and forfeited to us 1,437,500 Founder Shares for no consideration, following which, the Sponsor held 4,312,500 Founder Shares. On March 29, 2022, the Sponsor further surrendered and forfeited to us 1,437,500 Founder Shares for no consideration, following which, the Sponsor held 2,875,000 founder shares, of which up to 375,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. On March 30, 2022, the Sponsor transferred an aggregate of 177,439 of its Founder Shares to our independent director nominees and advisory board member, for their board and advisory services, in each case for no cash consideration. Out of these 177,439 Founder Shares transferred to our independent director nominees and advisory board member, 110,000 Founder Shares will not be subject to forfeiture in the event the underwriters’ over-allotment option is not exercised. The Company has entered into a Sponsor Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 7,000,000 warrants (or up to 7,750,000 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised), each entitling the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Warrant Agreement, Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants, the Class A Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees and members of the Company’s advisory board, in substantially the form filed as Exhibit 10.1 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note on April 8, 2021 (as amended on January 27, 2022) for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 and Exhibit 10.9 to the Registration Statement (the “Promissory Note”) in exchange for the payment of the equivalent amount by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of June 30, 2022 or the date of the closing of the Offering. The Company has entered into an Administrative Services Agreement, dated as of [ ], 2022 (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Company will pay to the Sponsor a monthly fee of up to $15,000 for office space, utilities, secretarial and administrative support services.

Introductory. Tekkorp Digital Acquisition Corp.C▇▇▇▇▇▇ Holdings, Inc. ("COMPANY"), a Cayman Islands exempted company (the “Company”)Delaware corporation, proposeswill have, upon the terms filing of an amendment to its Fourth Amended and conditions set forth in this agreement Restated Certificate of Incorporation (this “Agreement”the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”"UNDERWRITERS"), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇who are acting severally and not jointly. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted proposes to grant to the Underwriters an option to purchase up to an 937,500 additional 3,750,000 Units shares of Common Stock ("OPTION SHARES") as provided in Section 24 hereof. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are collectively called not orally confirmed for purchase by Invitees by the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (“Jefferies,” “you” or “your”1) has agreed Plus an option to act as representative acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on behalf of the several Underwriters Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in such capacity, the “Representative”) in connection with the Exhibit A hereto. The offering of the Offered Securities for sale to Shares will be governed by this Agreement, as supplemented by the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”)Pricing Agreement. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), From and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following after the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company execution and delivery of the proceeds of Pricing Agreement, this Agreement shall be deemed to incorporate the Offering, (b) the filing by the Pricing Agreement. The Company of such audited balance sheet hereby confirms its agreement with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (Underwriters as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Tekkorp Digital General Purpose Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 20,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 3,000,000 Units as provided in Section 2. The additional 3,750,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇J▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative the Representative of the several Underwriters (together in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (“Class A Ordinary ShareShares”), ) and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share (the “Public Warrants”). The Class A Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole Public Warrant warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses or entities.

Introductory. Tekkorp Digital Acquisition Corp.Forum Merger IV Corporation, a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 30,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Public Units”). The 25,000,000 30,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 4,500,000 Public Units as provided in Section 2. The additional 3,750,000 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Ordinary ShareClass A Common Stock”), and one-half fourth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share share of Class A Common Stock (the “Public WarrantsWarrant(s)”). The Ordinary Shares shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share share of Class A Common Stock for $11.50 per share share, subject to adjustment as described in the Prospectus, during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationLiquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole Public Warrant warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Acquisition Corp.Landcadia Holdings III, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 50,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 50,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 7,500,000 Units as provided in Section 2. The additional 3,750,000 7,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇J▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Ordinary ShareClass A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Ordinary Share share of Class A Common Stock (the “Public WarrantsWarrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital LF Capital Acquisition Corp.Corp. II, a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in listed on Schedule A hereto (the “Underwriters”) an aggregate of 25,000,000 22,500,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 22,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 3,375,000 Units as provided in Section 2. The additional 3,750,000 3,375,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇J▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Ordinary ShareClass A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share share of Class A Common Stock (the “Public WarrantsWarrant(s)”). The Ordinary Shares Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share share of Class A Common Stock for $11.50 per share share, subject to adjustment as described in the Prospectus, during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesbusinesses or entities.

Introductory. Tekkorp Digital Jena Acquisition Corp.Corporation II, a Cayman Islands exempted company (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule A I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) an aggregate of 25,000,000 are acting as representative, 20,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in ) of the Offering Company (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 3,000,000 additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments, if any (the “Optional Securities.” ”), as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “To the extent that there are no additional Underwriters listed on Schedule I other than you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “OfferingAgreement”). Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (the “Ordinary ShareShares”), ) and one-half one right to receive one twentieth (1/20) of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public WarrantsRights”) upon consummation of an initial Business Combination (as defined below). The Ordinary Shares and Public Warrants Rights included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (or, if such date is not a business day, the following business day day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination involving the Company with one or more businessesbusinesses or entities. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company has entered into a securities subscription agreement, dated February 27, 2025 (the “Securities Subscription Agreement”), with the Jena Acquisition Sponsor LLC II (the “Sponsor”), in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with (the “Sponsor”) in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 225,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $2,250,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one twentieth (1/20) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to the Sponsor or an affiliate of the Sponsor an aggregate monthly fee of $2,500 for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Tekkorp Digital Acquisition Corp.Forum Merger III Corporation, a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Public Units”). The 25,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Public Units as provided in Section 2. The additional 3,750,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Ordinary ShareClass A Common Stock”), and one-half fourth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share share of Class A Common Stock (the “Public WarrantsWarrant(s)”). The Ordinary Shares shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share share of Class A Common Stock for $11.50 per share share, subject to adjustment as described in the Prospectus, during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationLiquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole Public Warrant warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Authentic Equity Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 20,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 3,000,000 Units as provided in Section 2. The additional 3,750,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has and BMO Capital Markets Corp. have agreed to act as representative Representatives of the several Underwriters (together in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (( “Class A Ordinary ShareShares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share (the “Public WarrantsWarrant(s)”). The Class A Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs Representatives inform the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole Public Warrant warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Acquisition Corp.Inverness Medical Innovations, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an $150,000,000 aggregate principal amount of 25,000,000 units of the Company its 7.875% senior unsecured notes due 2016 (the “UnitsNotes”), including 2,000,000 Units that may be purchased in . The Company’s obligations under the Offering Notes and the Indenture (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ will be, jointly and severally, unconditionally guaranteed (the “▇▇▇▇▇▇ UnitsGuarantees”), on a senior unsecured basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The 25,000,000 Units Notes and the Guarantees are referred to be sold by the Company are called herein as the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and respective principal amounts of the Notes to be so purchased by the extent such option is exercisedseveral Underwriters are set forth opposite their names in Schedule A hereto. The Notes are to be issued under an indenture as supplemented by a first supplemental indenture (collectively, the Optional Securities are collectively called “Indenture”) each to be dated the Closing Date (as defined below), by and between the Issuers and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Offered Securities.” Trustee”). ▇▇▇▇▇▇▇▇▇ & Company, Inc. (“Jefferies”), ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (“GS”) and ▇▇▇▇▇ Fargo Securities, LLC (“Jefferies,” “you” or “your▇▇▇▇▇ Fargo”) has have agreed to act as representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”)Securities. The Ordinary Shares Issuers have prepared and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet filed with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report shelf registration statement on Form 8-K that includes such audited balance sheetS-3 (File No. 333 158542), and (c) have prepared a base prospectus to be used in connection with the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation public offering and sale of the Units Securities. Such base prospectus, as modified and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, attached to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination Preliminary Prospectus (as defined below) is referred to herein as the “Base Prospectus”. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became automatically effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or 12 months from deemed to be incorporated by reference therein and any information deemed to be a part thereof at the date time of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that effectiveness pursuant to Rule 430B under the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.Securi-

Introductory. Tekkorp Digital Siddhi Acquisition Corp.Corp, a Cayman Islands exempted company (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule A I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) an aggregate of 25,000,000 are acting as representative, 20,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in ) of the Offering Company (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 3,000,000 additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments, if any (the “Optional Securities.” ”), as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “To the extent that there are no additional Underwriters listed on Schedule I other than you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “OfferingAgreement”). Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (the “Ordinary ShareShares”), and one-half one right to receive one tenth (1/10) of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public WarrantsRights”) upon consummation of an initial Business Combination (as defined below). The Ordinary Shares and Public Warrants Rights included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (or, if such date is not a business day, the following business day day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants Ordinary Shares will be issued upon separation conversion of the Units and only whole Public Warrants any rights. Fractional Ordinary Shares will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant either be rounded down to the Warrant Agreement (as defined below), only a nearest whole Public Warrant may be exercised at any given time by a holder thereofshare or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company has entered into a securities subscription agreement, dated July 15, 2024 (the “Original Securities Subscription Agreement”), with Siddhi Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 7, 2024, the Original Securities Subscription Agreement was amended (the “Amendment No. 1 to the Original Securities Subscription Agreement” and, together with the Original Securities Subscription Agreement, the “Securities Subscription Agreement”), and the Company, through a share capitalization, issued to the Sponsor an additional 1,437,500 Class B ordinary shares, as a result of which the Sponsor has purchased and holds an aggregate of 7,187,500 Class B ordinary shares. Subsequently, on February 10, 2025, the Sponsor surrendered for no consideration 1,437,500 Class B ordinary shares such that, in the aggregate, the Sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 300,000 private placement units (or 315,000 private placement units if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $3,000,000 (or $3,150,000 if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Units, the Private Placement Rights, the Private Placement Shares (and any Ordinary Shares issuable upon the conversion of the Founder Shares and exercise of the Private Placement Units or the Private Placement Rights) upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will, subject to the terms of the Administrative Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $15,000 for technology, software, computer, systems, administrative support, secretarial services and infrastructure fees. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Tekkorp Digital Acquisition Corp.Landcadia Holdings IV, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 50,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 50,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 7,500,000 Units as provided in Section 2. The additional 3,750,000 7,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇J▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Ordinary ShareClass A Common Stock”), and one-half quarter of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Ordinary Share share of Class A Common Stock (the “Public WarrantsWarrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Tailwind International Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇J▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (“Class A Ordinary ShareShares”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Class A Ordinary Share (the “Public WarrantsWarrant(s)”). The Class A Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses or entities.

Introductory. Tekkorp Digital Acquisition Corp.CapitalSource Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), ) proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) $250,000,000 aggregate principal amount of the Company’s 7.250% Senior Subordinated Convertible Notes Due 2037 (the “Firm Notes”) pursuant to the terms of this Underwriting Agreement (the “Agreement”). The Company also proposes to issue and sell to the Underwriters an aggregate of 25,000,000 units not more than an additional $37,500,000 principal amount of the Company Company’s 7.250% Senior Subordinated Convertible Notes Due 2037 solely to cover over-allotments, if any (the “UnitsOption Notes”). The Firm Notes and the Option Notes are hereinafter collectively referred to as the “Notes.” The respective principal amounts of the Notes to be purchased, severally but not jointly, by the several Underwriters are set forth opposite their names in Schedule A hereto. The Company hereby confirms its agreement with the Underwriters. The Notes will be issued pursuant to an indenture, dated as of July 30, 2007 (the “Original Indenture”), including 2,000,000 Units that may be purchased in as supplemented as described below, between the Offering (as defined below) by ▇▇Company and W▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ Fargo Bank, N.A., as trustee (the “▇▇▇▇▇▇ UnitsTrustee”). The 25,000,000 Units title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, conversion, exchange terms, redemption and/or repayment provisions, sinking fund requirements and any other variable terms of the Notes shall be established by or pursuant to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted a first supplemental indenture to the Underwriters an option Original Indenture (as so supplemented, and as the same may be amended or further supplemented from time to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacitytime, the “RepresentativeIndenture”) in connection with to be entered into between the offering of Company, the Offered Securities for sale Guarantor and the Trustee on or prior to the public as contemplated in the IPO Prospectus Closing Date (as defined belowin Section 5(a) hereof). Notes issued in book-entry form will be registered in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”) pursuant to a letter agreement, to be dated as of the Closing Date (the “OfferingDTC Agreement”), among the Company, the Trustee and DTC. The Notes will be fully and unconditionally guaranteed as to the payment of principal and interest thereon (the “Guarantee” and together with the Notes, the “Securities”) by CapitalSource Finance LLC (the “Guarantor”). Each Unit consists The Notes will be convertible into shares (the “Underlying Securities”) of one Class A ordinary share common stock of the Company, par value $0.0001 0.01 per share (the “Ordinary ShareCommon Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Acquisition Corp., a Cayman Islands exempted company (The Company engages the “Company”), proposes, upon Placement Agent as the terms sole and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 units exclusive selling agent of the Company for the purposes of finding subscribers for a minimum of 600,000 Units and a maximum of 1,000,000 Units (the “Units”), including 2,000,000 Units that may be purchased in the Offering each Unit consisting of (as defined belowi) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ one share (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “yourShares”) has agreed to act as representative of the several Underwriters (in such capacitycommon stock, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) par value $0.001 per share (the “OfferingCommon Stock”). Each Unit consists of one Class A ordinary share ) of the Company, par value $0.0001 per share and (“Ordinary Share”), and one-half of one redeemable warrant, each whole ii) a warrant entitling the holder thereof to purchase one Ordinary Share of Common Stock at $____ per Share (the “Public Warrant” and, collectively the “Warrants”). The Ordinary Shares purchase price for the Units shall be $______ per Unit. The Units, the Shares, the Warrants and Public Warrants will not trade separately until the 52nd day following the date shares of Common Stock issuable upon exercise of the IPO Prospectus or, if such date is not a business day, Warrants (the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a“Warrant Shares”) are more fully described in the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, Prospectus (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading as defined hereafter). The Placement Agent will begin. No fractional Public Warrants will be issued upon separation commence sale of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later date (“Effective Date”) of 30 days after the completion of an initial Business Combination registration statement (as defined belowhereafter) or 12 months from becomes the date of effective with the closing Commission (as defined hereafter) until the termination of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the terms of this Agreement. The Company also proposes to issue and sell to the Placement Agent, a warrant (the Placement Agent’s Warrant") for the purchase of an aggregate of 10% of the number of Units being sold (the "Placement Agent’s Warrant Agreement (as defined belowUnits"), only a whole Public Warrant may be exercised at any given time by a holder thereofas provided hereafter. As used hereinThe Securities, the term “Business Combination” (as described Placement Agent’s Warrant and Placement Agent’s Warrant Units are more fully described in the Registration Statement and the Prospectus referred to below. Unless the context otherwise requires, all references to the "Company" shall include 99 Cent Stuff, Inc. and all presently existing subsidiaries and any entities acquired by the Company on or prior to the Closing Date (as defined belowhereafter)) . All representations, warranties and opinions of counsel required hereunder shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessescover any such subsidiaries and acquired entities.

Introductory. Tekkorp Digital Siddhi Acquisition Corp.Corp, a Cayman Islands exempted company (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule A I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) an aggregate of 25,000,000 are acting as representative, 24,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in ) of the Offering Company (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 3,600,000 additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments, if any (the “Optional Securities.” ”), as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “To the extent that there are no additional Underwriters listed on Schedule I other than you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “OfferingAgreement”). Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (the “Ordinary ShareShares”), and one-half one right to receive one tenth (1/10) of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public WarrantsRights”) upon consummation of an initial Business Combination (as defined below). The Ordinary Shares and Public Warrants Rights included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (or, if such date is not a business day, the following business day day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants Ordinary Shares will be issued upon separation conversion of the Units and only whole Public Warrants any rights. Fractional Ordinary Shares will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant either be rounded down to the Warrant Agreement (as defined below), only a nearest whole Public Warrant may be exercised at any given time by a holder thereofshare or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company has entered into a securities subscription agreement, dated July 15, 2024 (the “Original Securities Subscription Agreement”), with Siddhi Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 7, 2024, the Original Securities Subscription Agreement was amended (the “Amendment No. 1 to the Original Securities Subscription Agreement” and, together with the Original Securities Subscription Agreement, the “Securities Subscription Agreement”), and the Company, through a share capitalization, issued to the Sponsor an additional 1,437,500 Class B ordinary shares, as a result of which the Sponsor has purchased and holds an aggregate of 7,187,500 Class B ordinary shares. Subsequently, on February 10, 2025, the Sponsor surrendered for no consideration 1,437,500 Class B ordinary shares such that, in the aggregate, the Sponsor owned 5,750,000 Class B ordinary shares. On March 31, 2025, the Company approved a share capitalization resulting in an aggregate of 6,900,000 Class B ordinary shares outstanding as of the date hereof, up to 900,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 320,000 private placement units (or 338,000 private placement units if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $3,200,000 (or $3,380,000 if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Units, the Private Placement Rights, the Private Placement Shares (and any Ordinary Shares issuable upon the conversion of the Founder Shares and exercise of the Private Placement Units or the Private Placement Rights) upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will, subject to the terms of the Administrative Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $15,000 for technology, software, computer, systems, administrative support, secretarial services and infrastructure fees. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Tekkorp Digital CBRE Acquisition Corp.Holdings, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), proposesagrees with the several underwriters named in Schedule I hereto (collectively, upon the terms “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and conditions sell to the several Underwriters 35,000,000 SAILSM (Stakeholder Aligned Initial Listing) securities of the Company (said SAILSM securities to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 5,250,000 additional SAILSM securities of the Company to cover over-allotments (the “Optional Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 to this agreement (this “Agreement”). Each SAILSM security (each, to issue and sell to the several underwriters named in Schedule A (the a “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.SAILSM Security” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacitytogether, the “RepresentativeSAILSM Securities”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Ordinary ShareClass A Common Stock”), and one-half fourth of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Ordinary Share share of Common Stock (the “Public WarrantsWarrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants included in the SAILSM Securities will not trade separately until the 52nd day following the date of the IPO Prospectus (or, if such date is not a business day, the following business day (day), unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units SAILSM Securities, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for share of Class A Common Stock at a price of $11.50 11.00 per share share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) or 12 and twelve (12) months from the date of the closing consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesbusinesses or assets involving the Company. The Company has entered into an Investment Management Trust Agreement, dated [•], 2020 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated [•], 2020 (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company entered into a Securities Subscription Agreement, dated November 6, 2020 (the “Alignment Share Purchase Agreement”), with CBRE Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 2,300,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) for an aggregate purchase price of $25,000 (the “Alignment Shares”) (including the shares of Class A Common Stock issuable upon conversion thereof (the “Conversion Shares”)). On November 27, 2020, the Sponsor and the Company entered into a Surrender of Shares and Amendment No. 1 to the Subscription Agreement to reflect the forfeiture and surrender by the Sponsor to the Company of 287,500 Alignment Shares, resulting in 2,012,500 Alignment Shares remaining outstanding (including the forfeiture of up to 262,500 Alignment Shares depending on the extent to which the Underwriter’s over-allotment option is exercised). On [•], 2020, the Alignment Shares were reclassified to add certain conversion and other rights, benefits and obligations each as described in the Registration Statement, the Statutory Prospectus and the Prospectus. On [•], 2020, the Sponsor sold 201,250 alignment shares to the Company’s independent directors and officers at a price of $0.01 per share. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 6,666,667 warrants (or up to 7,366,667 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised), each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the SAILSM Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated [•], 2020 (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Class A Common Stock underlying the Alignment Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated [•], 2020 (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.2 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of up to $300,000 to the Sponsor in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Promissory Note”) in exchange for the payments by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of June 30, 2021 or the date of the closing of the Offering. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with CBRE. Inc., in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to CBRE, Inc. an aggregate monthly fee of $10,000 for certain office space, utilities, finance, accounting, tax and other administrative and secretarial support.

Introductory. Tekkorp Digital ▇▇▇▇▇▇▇ Acquisition Corp.Company II, a Cayman Islands exempted company (the “Company”), proposesproposes to sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several underwriters named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”), an aggregate of 20,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Shares” and the Class A ordinary shares included in the Firm Units, the “Firm Shares”) of the Company and one right (collectively, the “Firm Rights”) to receive one-tenth of one Class A Ordinary Share at the closing of the Business Combination (as defined below). The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in this agreement (this “Agreement”)Section 3 hereof, up to issue and sell to the several underwriters named in Schedule A an additional 3,000,000 units (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Optional Units”), including 2,000,000 each unit consisting of one Class A Ordinary Share (collectively, the “Optional Shares”) and one right as described above (collectively, the “Optional Rights”). The Firm Units that may be purchased in and the Offering (Optional Units are hereinafter sometimes collectively referred to as defined below) by ▇▇the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Rights and the Optional Rights as the “Public Rights.” ▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ Capital Partners, LLC (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act is acting as representative of the several Underwriters (and in such capacity, capacity are hereinafter referred to as the “Representative”) in connection with .” The several Underwriters propose initially to offer the offering of the Offered Securities Public Units for sale to upon the public as contemplated terms set forth in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Public Shares and the Public Warrants Rights included in the Firm Units and any Optional Units will not trade be separately tradable until the 52nd day following after the date of the IPO Prospectus or, if such date is not a business day, the following business day (hereof unless the Representative informs inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such containing an audited balance sheet, sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. No fractional Each Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant Right entitles its holder, upon exercise, holder to purchase receive to receive one-tenth of (1/10) of one Class A Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of at the closing of the Offering and terminating on the five-year anniversary Business Combination ; provided that no fractional Class A Ordinary Shares shall be issued in respect of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereofRights. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businessesbusinesses or entities and involving the Company. In September 2024, the Company issued an aggregate of 5,750,000 Class B Ordinary Shares, par value $0.0001 per share (the “Insider Shares”), to RJ Healthcare SPAC II, LLC a Georgia limited liability company (the “Sponsor”), for an aggregate purchase price of $25,000. The Insider Shares include an aggregate of up to 750,000 Class B Ordinary Shares subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the Sponsor will collectively own 20.0% of the Company’s issued and outstanding Ordinary Shares after the Offering (excluding the sale of Private Units (as defined below) and assuming that the Sponsor does not purchase Public Units in the Offering). Simultaneously with the Closing of the Offering, the Company will enter into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) with the Sponsor and ▇▇▇▇ (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 750,000 units (or up to 840,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one Class A Ordinary Share (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one right to receive one-tenth of (1/10) of one Class A Ordinary Share (collectively, the “Private Rights” and, together with the Public Rights, the “Rights”). The Private Units, Private Shares and Private Rights are substantially similar to the Public Units, Public Shares and Public Rights, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The holders of the Private Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Private Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Private Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Private Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Private Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110(g). The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Rights Agreement, dated as of the date hereof, with respect to the Rights with CST, as rights agent, substantially in the form filed as an exhibit to the Registration Statement (the “Rights Agreement”), pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption and conversion of the Rights. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial shareholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial shareholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representative have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement.

Introductory. Tekkorp Digital Acquisition Corp.ICOP Digital, Inc., a Cayman Islands exempted company Colorado corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), ) proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ Investment Company, Inc. (the “▇▇▇▇▇▇ Underwriter”) (i) an aggregate of 600,000 (the “Firm Units”) issued by the Company. Each Unit will consist of twelve shares (the “Shares”) of common stock, no par value, of the Company (“Common Stock) and twelve six-month non-callable Class B warrants (the “Class B Warrants”). The 25,000,000 Units Class B Warrants are to be sold issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and between the Company are called and Computershare Trust Company, N.A., as stock transfer and warrant agent (the “Firm Warrant Agent”), substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). Each Class B Warrant entitles the holder thereof to purchase one share of Common Stock at a price equal to $ [110% of the closing price of the Company’s Common Stock on the effective date], subject to adjustment under the terms of the Warrant Agreement. Shares of Common Stock issued upon exercise of the Class B Warrants are referred to herein collectively as the “Warrant Shares.” The Shares, Class B Warrants and Warrant Shares are sometimes referred to herein as the “Underlying Securities.” In addition, the Company has granted to the Underwriters Underwriter an option to purchase up to an additional 3,750,000 90,000 Units [15% of the total number of Firm Units] (the “Option Units”) as provided in Section 2. The additional 3,750,000 Unless specified to the contrary, all references herein to “Units” shall be deemed to include the Firm Units and the Option Units (to the extent the aforementioned option has been exercised) and all references herein to Shares, Class B Warrants and Warrant Shares shall be sold by deemed to include the Company pursuant Shares, Class B Warrants and Warrant Shares underlying the Option Units (to such the extent the aforementioned option are collectively called the “Optional Securities.” The has been exercised). Firm Securities Units and, if and to the extent such option is exercised, the Optional Securities Option Units are collectively called referred to herein as the “Offered SecuritiesUnits.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of As the several Underwriters (in such capacityUnderwriter, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs you have advised the Company of its decision to allow earlier separate trading), subject to that: (a) that you are authorized to enter into this Agreement as the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, Underwriter; and (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation you are willing to purchase all of the Units and only whole Public Warrants will tradeFirm Units. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date In consideration of the closing mutual agreements contained herein and of the Offering and terminating on the five-year anniversary interests of the date of parties in the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used hereintransactions contemplated hereby, the term “Business Combination” (parties hereto agree as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Tekkorp Digital EQ Health Acquisition Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 19,130,400 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 19,130,400 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 2,869,560 Units as provided in Section 2. The additional 3,750,000 2,869,560 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Ordinary ShareClass A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Ordinary Share share of Class A Common Stock (the “Public WarrantsWarrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Acquisition Corp.Social Capital Hedosophia Holdings Corp. VI, a Cayman Islands exempted company (the “Company”), proposesagrees with the underwriter named in Schedule I hereto (the “Underwriter”), upon for whom you (the terms “Representative”) are acting as representative, to issue and conditions sell to the Underwriter 100,000,000 units of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriter, at the option of the Underwriter, an aggregate of not more than 15,000,000 additional units of the Company to cover over-allotments (the “Optional Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 to this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A . Each unit (the “UnderwritersUnit(s)”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (the “Ordinary ShareShares”), and one-half fourth of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Ordinary Share (the “Public WarrantsWarrant(s)”). The Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (or, if such date is not a business day, the following business day day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for at a price of $11.50 per share share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) or 12 and twelve (12) months from the date of the closing consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company has entered into an Investment Management Trust Agreement, dated October [●], 2020 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriter and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated October [●], 2020 (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 16, 2020 (the “Founder’s Purchase Agreement”), with SCH Sponsor IV LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 28,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), 3,750,000 of which are subject to forfeiture depending on the extent to which the Underwriter’s over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Sponsor Warrants Purchase Agreement, dated October [●], 2020 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or 12,500,000 warrants if the underwriter’s over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $2.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated October [●], 2020 (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated October [●], 2020 (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.2 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated October [●], 2020 (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services.

Introductory. Tekkorp Digital Acquisition Corp.Solaris Oilfield Infrastructure, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon agrees with the terms and conditions set forth several Underwriters named in this agreement Schedule B hereto (this “AgreementUnderwriters”), ) to issue and sell to the several underwriters named Underwriters 3,000,000 shares of its Class A common stock, par value $0.01 per share (“Securities”), and the stockholders listed in Schedule A hereto (the “UnderwritersSelling Stockholders”) agree severally with the Underwriters to sell to the Underwriters an aggregate of 25,000,000 units 4,000,000 outstanding shares of the Company Securities (such 7,000,000 shares of Securities being hereinafter referred to as the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ UnitsFirm Securities”). The 25,000,000 Units Selling Stockholders also agree to be sold by sell to the Company are called Underwriters, at the option (the “Firm Securities.” In additionOption”) of the Underwriters, the Company has granted to the Underwriters an option to purchase up to an aggregate of not more than 1,050,000 additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the shares of Securities (“Optional Securities.” ”), as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC ”. The Offered Securities to be sold by the Selling Stockholders consist of Securities that are issuable upon redemption of units (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “RepresentativeSolaris Units”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus Solaris Oilfield Infrastructure, LLC, a Delaware limited liability company (as defined below) (the “OfferingSolaris LLC”). Each Unit consists , together with an equal number of one shares of Class A ordinary share B common stock of the Company, par value $0.0001 per share pursuant to the Second Amended and Restated Limited Liability Company Agreement of Solaris LLC, dated as of May 11, 2017 (the “Ordinary ShareSolaris LLC Agreement”), and one-half of one redeemable warrant, each whole warrant entitling immediately prior to the holder thereof Closing Date on which such Offered Securities are to purchase one Ordinary Share be sold (the any such redemption being hereinafter referred to as a “Public WarrantsRedemption Transaction”). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Acquisition Corp.Nortel Networks Corporation, a Cayman Islands exempted company Canadian corporation (the “Company”"COMPANY"), proposes, upon subject to the terms and conditions set forth in this agreement (this “Agreement”)stated herein, to issue and sell to the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”"UNDERWRITERS") an aggregate 550,000,000 of 25,000,000 units of the Company its common shares (the “Units”"COMMON SHARES") (the "FIRM SECURITIES") and, at the election of Credit Suisse First Boston Corporation ("CSFBC") and RBC Dominion Securities Inc. ("RBC," and together with CSFBC, the "REPRESENTATIVES"), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted sell to the Underwriters an option to purchase aggregate of up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units 82,500,000 Common Shares (the "OPTIONAL SECURITIES") (the Firm Securities and the Optional Securities which the Underwriters may elect to be sold by the Company purchase pursuant to such option Section 3 hereof are herein collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”"OFFERED SECURITIES"). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs Underwriters hereby severally agree to purchase from the Company of its decision to allow earlier separate trading)in the respective percentages set forth in Schedule A hereto, upon and subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities terms and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing conditions contained herein on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement First Closing Date (as defined below), only the Firm Securities at a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement price per Common Share of U.S.$1.41 for each U.S. Offered Security (as defined in Section 3 below) and Cdn.$2.17 for each Canadian Offered Security (as defined in Section 3 below)) . In consideration of the Underwriters' purchase of the Firm Securities provided for herein and in consideration of the services to be rendered by the Underwriters in connection therewith, the Company agrees to pay to the Underwriters, on the First Closing Date a fee (the "UNDERWRITING FEE"), equal to 4% of the aggregate purchase price of the Firm Securities, which Underwriting Fee shall mean a mergerbe payable in U.S. dollars in respect of the U.S. Offered Securities and in Canadian dollars in respect of the Canadian Offered Securities, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination as set forth in Section 3 below. The Company hereby agrees with one or more businesses.the several Underwriters as follows:

Introductory. Tekkorp Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC Purina Company, a Missouri corporation (“Jefferies,” “you” or “your”the ------------ "Company"), proposes to issue and sell to you (the "Underwriters"), an aggregate amount of 6,781,000 SAILS (Stock Appreciation Income Linked Securities) has agreed consisting of its 7% Exchangeable Notes Due 2000, which are registered under the registration statement referred to act in Section 3(a) (referred to herein as representative the "SAILS"), in such amounts to each of the several Underwriters as set forth in Schedule A hereto. The SAILS will be issued under an Indenture, dated as of May 26, 1995, between the Company and The First National Bank of Chicago, as trustee (in such capacity"Trustee"), as supplemented by a First Supplemental Indenture, dated as of July 29, 1997, between the Company and the Trustee (as supplemented from time to time, the “Representative”) in "Indenture"). In addition, the Underwriters will have the option to purchase from the Company up to an additional 968,000 SAILS (the "Option SAILS"). The Firm SAILS and the Option SAILS, if purchased, are hereinafter collectively referred to as the "SAILS." In connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus foregoing Interstate Bakeries Corporation, a Delaware corporation (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”"IBC"), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet has filed with the U.S. Securities and Exchange Commission (the “"Commission”") on a Current Report on Form 8S-3 registration statement with respect to 6,781,000 shares (the "IBC Firm Shares") of common stock of IBC, par value $.01 per share ("IBC Common Stock"), plus an additional 968,000 shares of IBC Common Stock (the "IBC Option Shares") to the extent the Underwriters exercise their over-K that includes such audited balance sheetallotment option with respect to the SAILS, and (c) for sale by the Company having issued as a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation selling stockholder (to the extent it shall so elect to deliver IBC Common Stock to holders of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that SAILS at maturity thereof pursuant to the Warrant Agreement (as defined belowterms of the SAILS), only a whole Public Warrant may be exercised at any given time by a holder thereofwhich registration statement is referred to in Section 2(a). As used hereinThe IBC Firm Shares and the IBC Option Shares, if the term “Business Combination” (Options SAILS are purchased, are hereinafter collectively referred to as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses"IBC Shares."

Introductory. Tekkorp Digital Acquisition Corp.Eurand N.V., a Cayman Islands exempted public company with limited liability organized under the laws of the Netherlands (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (each an “Underwriter”, and, collectively, the “Underwriters”) an aggregate of 25,000,000 units [2,000,000] ordinary shares of the Company (the “UnitsCommon Stock”), including 2,000,000 Units that may be purchased in par value €0.01 per share (the Offering (as defined below) by “Company Shares”). In addition, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. , Chief Executive Officer of the Company (“Selling Stockholder A”), and Warburg, ▇▇▇▇▇▇ (the “Equity Partners, L.P., Warburg, ▇▇▇▇▇▇ UnitsVentures International, L.P., Warburg, ▇▇▇▇▇▇ Netherlands Equity Partners I C.V. and Warburg, ▇▇▇▇▇▇ Netherlands Equity Partners III C.V. (collectively, “Selling Stockholders B” and, together with Selling Stockholder A, the “Selling Stockholders”). The 25,000,000 Units ) propose to be sold by sell to the Underwriters an aggregate of [6,500,000] shares of Common Stock (such aggregate shares together with the Company are called Shares, the “Firm Securities.” Shares”), each Selling Stockholder selling in the amount set forth opposite such Selling Stockholder’s name in Schedule B. In addition, the Company has Selling Stockholders have granted to the Underwriters an option to purchase up to an additional 3,750,000 Units [1,275,000] ordinary shares (the “Optional Shares”), as provided in Section 2. The additional 3,750,000 Units , with each Selling Stockholder selling up to be sold by the Company pursuant to amount set forth opposite such option are collectively called the “Optional Securities.” Selling Stockholder’s name in Schedule B. The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered Securities.” ▇▇Shares”. Deutsche Bank Securities Inc. (“DB”) and ▇▇▇▇▇▇▇ LLC Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“Jefferies,” “you” or “yourML”) has have agreed to act as representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to Shares. To the public extent there are no additional Underwriters listed on Schedule A other than you, the terms Representatives and Underwriters as contemplated in used herein shall mean you, as Underwriters. The terms Representatives and Underwriters shall mean either the IPO Prospectus (singular or plural as defined below) (the “Offering”)context requires. Each Unit consists of one Class A ordinary share The Company and each of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet Selling Stockholders hereby confirm their agreements with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (Underwriters as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Tekkorp Digital Acquisition Corp.Solaris Energy Infrastructure, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon agrees with the terms and conditions set forth several underwriters named in this agreement Schedule B hereto (this “AgreementUnderwriters”), ) to issue and sell to the several underwriters named in Schedule Underwriters 6,500,000 shares of its Class A common stock, par value $0.01 per share (“Securities”) (such 6,500,000 shares of Securities being hereinafter referred to as the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ UnitsFirm Securities”). The 25,000,000 Units stockholder listed in Schedule A hereto (“Selling Stockholder”) agrees with the Underwriters to be sold by sell to the Company are called Underwriters, at the option (the “Firm Securities.” In additionOption”) of the Underwriters, the Company has granted to the Underwriters an option to purchase up to an aggregate of not more than 975,000 additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the shares of Securities (“Optional Securities.” ”), as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC ”. The Optional Securities to be offered by the Selling Stockholder to the Underwriters consist of Securities that will be received by the Selling Stockholder upon the redemption of Solaris Energy Infrastructure, LLC, a Delaware limited liability company (“Jefferies,” “you” or “yourSolaris LLC”) has agreed units (“Solaris LLC Units”) pursuant to act the Second Amended and Restated Limited Liability Company Agreement of Solaris LLC, dated as representative of the several Underwriters May 11, 2017 (in such capacityas amended, the “RepresentativeSolaris LLC Agreement”) in connection ), prior to the purchase of the relevant Optional Securities on the Closing Date on which such Optional Securities are to be sold (any such redemption, together with the offering cancellation of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists a number of one shares of Class A ordinary share of the CompanyB common stock, par value $0.0001 0.00 per share (share, of the Company equal to the number of Solaris LLC Units redeemed, being hereinafter referred to as a “Ordinary ShareRedemption Transaction”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Live Oak Acquisition Corp.Corp. II, a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 22,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 22,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 3,300,000 Units as provided in Section 2. The additional 3,750,000 3,300,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has and BofA Securities, Inc. (“BofA Securities”) have agreed to act as representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Ordinary ShareClass A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Ordinary Share share of Class A Common Stock (the “Public WarrantsWarrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital ▇▇▇▇▇▇▇ Acquisition Corp.Company II, a Cayman Islands exempted company (the “Company”), proposesproposes to sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several underwriters named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”), an aggregate of 20,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The Firm Units are to be offered initially to the public at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Shares” and the Class A ordinary shares included in the Firm Units, the “Firm Shares”) of the Company and one right (collectively, the “Firm Rights”) to receive one-tenth of one Class A Ordinary Share at the closing of the Business Combination (as defined below). The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in this agreement (this “Agreement”)Section 3 hereof, up to issue and sell to the several underwriters named in Schedule A an additional 3,000,000 units (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Optional Units”), including 2,000,000 each unit consisting of one Class A Ordinary Share (collectively, the “Optional Shares”) and one right as described above (collectively, the “Optional Rights”). The Firm Units that may be purchased in and the Offering (Optional Units are hereinafter sometimes collectively referred to as defined below) by ▇▇the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Rights and the Optional Rights as the “Public Rights.” ▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ Capital Partners, LLC (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act is acting as representative of the several Underwriters (and in such capacity, capacity are hereinafter referred to as the “Representative”) in connection with .” The several Underwriters propose initially to offer the offering of the Offered Securities Public Units for sale to upon the public as contemplated terms set forth in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Public Shares and the Public Warrants Rights included in the Firm Units and any Optional Units will not trade be separately tradable until the 52nd day following after the date of the IPO Prospectus or, if such date is not a business day, the following business day (hereof unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such containing an audited balance sheet, sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. No fractional Each Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant Right entitles its holder, upon exercise, holder to purchase receive to receive one-tenth of (1/10) of one Class A Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of at the closing of the Offering and terminating on the five-year anniversary Business Combination ; provided that no fractional Class A Ordinary Shares shall be issued in respect of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereofRights. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businessesbusinesses or entities and involving the Company. In September 2024, the Company issued an aggregate of 5,750,000 Class B Ordinary Shares, par value $0.0001 per share (the “Insider Shares”), to RJ Healthcare SPAC II, LLC a Georgia limited liability company (the “Sponsor”), for an aggregate purchase price of $25,000. The Insider Shares include an aggregate of up to 750,000 Class B Ordinary Shares subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the Sponsor will collectively own 20.0% of the Company’s issued and outstanding Ordinary Shares after the Offering (excluding the sale of Private Units (as defined below) and assuming that the Sponsor does not purchase Public Units in the Offering). Simultaneously with the Closing of the Offering, the Company will enter into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) with the Sponsor and ▇▇▇▇ (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 750,000 units (or up to 840,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one Class A Ordinary Share (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one right to receive one-tenth of (1/10) of one Class A Ordinary Share (collectively, the “Private Rights” and, together with the Public Rights, the “Rights”). The Private Units, Private Shares and Private Rights are substantially similar to the Public Units, Public Shares and Public Rights, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The holders of the Private Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Private Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Private Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Private Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Private Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110(g). The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Rights Agreement, dated as of the date hereof, with respect to the Rights with CST, as rights agent, substantially in the form filed as an exhibit to the Registration Statement (the “Rights Agreement”), pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption and conversion of the Rights. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial shareholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial shareholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representative have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement.

Introductory. Tekkorp Digital Acquisition Corp.Matador Resources Company, a Cayman Islands exempted company Texas corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ ”) and the other several Initial Purchasers named in Schedule A hereto (the “▇▇▇▇▇▇ UnitsInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Company’s 5.875% Senior Notes due 2026 (the “Notes”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) ▇▇▇▇▇ has agreed to act as the representative of the several Underwriters Initial Purchasers (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Securities for sale Notes. The Notes will be issued pursuant to that certain indenture, dated as of August 21, 2018 (the public as contemplated in “Indenture”), among the IPO Prospectus Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public WarrantsTrustee”). The Ordinary Shares Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and Public Warrants the Depositary. The Notes constitute “Additional Securities” (as such term is defined in the Indenture) and will not trade separately until be issued pursuant to and in compliance with the 52nd day following Indenture. The Company has previously issued $750,000,000 aggregate principal amount of 5.875% Senior Notes due 2026 (the “Initial Notes”) under the Indenture. The Notes and the Initial Notes will be treated as a single series of debt securities for all purposes under the Indenture and the Notes will have terms identical to the Initial Notes, other than the issue date and the issue price. The holders of the IPO Prospectus orNotes will be entitled to the benefits of a registration rights agreement, to be dated as of October 4, 2018 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if such date is not any, and interest on the Notes will be fully and unconditionally guaranteed on a business daysenior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the following business day “Guarantors”), pursuant to their guarantees (unless the Representative informs “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” This Agreement, the Registration Rights Agreement, the Securities and the Exchange Securities are referred to herein as the “Specified Transaction Documents.” The Specified Transaction Documents together with the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of its decision to allow earlier separate trading)the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company conditions set forth herein, all or a portion of the proceeds Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Offering, (b) Securities are made is referred to as the filing by “Time of Sale”). The Securities are to be offered and sold to or through the Company of such audited balance sheet Initial Purchasers without being registered with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) under the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation Securities Act of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination 1933 (as defined below) or 12 months from amended, the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (“Securities Act,” which term, as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, includes the term rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Business CombinationRule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated October 1, 2018 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 1, 2018 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (as described more fully in the Registration Statement (as defined below“Final Offering Memorandum”)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Acquisition Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company (the “Company”), proposesagrees with the several Underwriters named in Schedule I hereto (collectively, upon the terms and conditions set forth in this agreement (this “AgreementUnderwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 Underwriters 60,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 9,000,000 additional units of the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments (the “Optional Securities.” ”) as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “To the extent there are no additional Underwriters listed on Schedule I other than you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) Section 20 hereof. Each unit (the “OfferingUnit(s)”). Each Unit ) consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (the “Ordinary ShareShares”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Ordinary Share (the “Public WarrantsWarrant(s)”). The Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for at a price of $11.50 per share during the period commencing on the later of 30 thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) or 12 twelve (12) months from the date of the closing consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationredemption; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of September 13, 2017, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of September 13, 2017, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of May 10, 2017 (the “Founder’s Purchase Agreement”), with SCH Sponsor Corp., a Cayman Islands exempted company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 14,375,000 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), of the Company, for an aggregate purchase price of $25,000. On May 18, 2017, the Sponsor surrendered 2,875,000 Class B Shares for no value, and on August 23, 2017 and September 13, 2017, the Company approved share capitalizations resulting in an aggregate of 17,250,000 Class B Shares outstanding and held by the Sponsor as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), 2,250,000 of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Sponsor Warrants Purchase Agreement, effective as of September 13, 2017 (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 warrants, each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of September 13, 2017, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.4 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered a letter agreement, dated as of September 13, 2017, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in the form filed as Exhibit 10.2 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of September 13, 2017, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services.

Introductory. Tekkorp Digital Acquisition Corp.The Greenbrier Companies, a Cayman Islands exempted company Inc., an Oregon corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters Initial Purchasers named in on Schedule A hereto, for whom you are acting as Representatives, acting severally and not jointly, the respective amounts set forth on Schedule A of $250,000,000 aggregate principal amount of the Company’s 2.875% Senior Convertible Notes due 2024 (the “UnderwritersFirm Notes”). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $25,000,000 principal amount of its 2.875% Senior Convertible Notes due 2024 (the “Additional Notes”) if and to the extent the Initial Purchasers determine to exercise their option to purchase such Additional Notes. The Firm Notes and the Additional Notes are hereinafter collectively referred to as the “Notes”. The Notes will be issued pursuant to an aggregate indenture, to be dated as of 25,000,000 units February 6, 2017 (the “Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Notes will be convertible into cash, shares of the Company’s common stock, without par value (the “Common Stock”), or a combination thereof, as set forth and subject to the limitations contained in the Indenture. The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “UnitsDepositary”), including 2,000,000 Units that may be purchased in . The Notes and the Offering Underlying Securities (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ issuable upon conversion thereof will be offered without being registered under the Securities Act of 1933, as amended (the “▇▇▇▇▇▇ UnitsSecurities Act”), only to qualified institutional buyers in compliance with the exemptions from registration provided by Rule 144A under the Securities Act (“Rule 144A”). The 25,000,000 Units to net proceeds from the issuance and sale of the Notes will be sold used by the Company for general corporate purposes. The issuance and sale of the Notes and the payment of transaction expenses are called referred to herein collectively as the “Firm SecuritiesTransactions.” In additionThis Agreement, the Company has granted Notes and the Indenture are referred to the Underwriters an option to purchase up to an additional 3,750,000 Units herein as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional SecuritiesTransaction Documents.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative maximum number of shares of Common Stock initially issuable upon conversion of the several Underwriters Notes (in such capacity, including the “Representative”) maximum number of shares of Common Stock that may be issued upon conversion of the Notes in connection with the offering of the Offered Securities for sale to the public a make-whole fundamental change (as contemplated defined in the IPO Prospectus Pricing Disclosure Package (as defined below) and the Final Offering Memorandum (as defined below)) and assuming (i) the Company elects to issue and deliver solely shares of Common Stock in respect of all conversions and (ii) the Initial Purchasers exercise their option to purchase all of the Additional Notes) are referred to herein as the “Underlying Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Notes on the terms and in the manner set forth herein and in the Pricing Disclosure Package and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Notes to purchasers (the “OfferingSubsequent Purchasers”). Each Unit consists of one Class A ordinary share ) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof Notes are made is referred to purchase one Ordinary Share (as the “Public WarrantsTime of Sale”). The Ordinary Shares Notes are to be offered and Public Warrants will not trade separately until sold to or through the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet Initial Purchasers without being registered with the U.S. Securities and Exchange Commission (the “Commission”) on under the Securities Act, in reliance upon exemptions therefrom. Pursuant to the terms of the Notes and the Indenture, investors who acquire Notes shall be deemed to have agreed that Notes may only be resold or otherwise transferred, after the date hereof, if such Notes are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A). The Company has prepared and delivered to each Initial Purchaser copies of a Current Report on Form 8-K that includes such audited balance sheetPreliminary Offering Memorandum, dated January 30, 2017 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated January 31, 2017 (c) the “Pricing Supplement”), setting forth information relating to the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation and describing the terms of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles Notes, each for use by such Initial Purchaser in connection with its holder, upon exercise, solicitation of offers to purchase one Ordinary Share for $11.50 per share during the period commencing on Notes. The Preliminary Offering Memorandum and the later of 30 days Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the completion of an initial Business Combination (as defined below) or 12 months from Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date of hereof (the closing of the “Final Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant Memorandum”). All references herein to the Warrant Agreement terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act,” which term, as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, includes the term “Business Combination” rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as described more fully the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Registration Statement (Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Tekkorp Digital Acquisition Corp.Social Capital Hedosophia Holdings Corp. VI, a Cayman Islands exempted company (the “Company”), proposesagrees with the underwriter named in Schedule I hereto (the “Underwriter”), upon for whom you (the terms “Representative”) are acting as representative, to issue and conditions sell to the Underwriter 100,000,000 units of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriter, at the option of the Underwriter, an aggregate of not more than 15,000,000 additional units of the Company to cover over-allotments (the “Optional Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 to this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A . Each unit (the “UnderwritersUnit(s)”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (the “Ordinary ShareShares”), and one-half fourth of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Ordinary Share (the “Public WarrantsWarrant(s)”). The Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (or, if such date is not a business day, the following business day day) (unless the Representative informs the Company of its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for at a price of $11.50 per share share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) or 12 and twelve (12) months from the date of the closing consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company has entered into an Investment Management Trust Agreement, dated the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriter and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated the date hereof (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 16, 2020 (the “Founder’s Purchase Agreement”), with SCH Sponsor IV LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 28,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), 3,750,000 of which are subject to forfeiture depending on the extent to which the Underwriter’s over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Sponsor Warrants Purchase Agreement, dated the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or 12,500,000 warrants if the underwriter’s over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $2.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.2 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated the date hereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services.

Introductory. Tekkorp Digital Acquisition Corp.Viisage Technology, Inc., a Cayman Islands exempted company Delaware corporation ------------ (the “"Company”"), proposesand ▇▇▇ Acquisition Corp. ("▇▇▇"), a stockholder of the Company (the "Selling Stockholder") propose to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the "Underwriters," or, each, an "Underwriter"), an aggregate of 2,500,000 shares of Common Stock, $.001 par value (the "Common Stock") of the Company, of which 2,000,000 shares will be sold by the Company and 500,000 shares will be sold by the Selling Stockholder. The aggregate of 2,500,000 shares so proposed to be sold is hereinafter referred to as the "Firm Stock." The respective amounts of the Firm Stock to be so purchased by the several Underwriters are set forth opposite their names in Schedule A hereto. The Company Stockholder also has granted to the Underwriters, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In additionSection 3 hereof, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2375,000 shares of Common Stock (the "Optional Stock"). The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if Stock and to the extent such option is exercised, the Optional Securities Stock are hereinafter collectively called referred to as the “Offered Securities"Stock.” " ▇▇▇▇▇ & Company ("Cowen") and ▇▇▇▇▇▇▇ & Company, Inc. ("▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”") has agreed to act are acting as representative representatives of the several Underwriters (and in such capacitycapacity are hereinafter referred to as the "Representatives." (a) Representations and Warranties of the Company and the ----------------------------------------------------- Selling Stockholder. The Company and the Selling Stockholder jointly and ------------------- severally represent and warrant to, and agree with, the “Representative”several Underwriters that: ________________________________ /1/ Plus an option to purchase up to 375,000 additional shares from the Company to cover over-allotments. (i) A registration statement on Form S-1 (File No. 333-10649) in connection the form in which it became or becomes effective and also in such form as it may be when any post-effective amendment thereto shall become effective with respect to the offering Stock, including any preeffective prospectuses included as part of the Offered registration statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Securities for sale to the public Act of 1933, as contemplated in the IPO Prospectus (as defined below) amended (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”"Securities Act"), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share rules and regulations (the “Public Warrants”). The Ordinary Shares "Rules and Public Warrants will not trade separately until the 52nd day following the date Regulations") of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “"Commission”") thereunder, copies of which have heretofore been delivered to you, has been carefully prepared by the Company in conformity with the requirements of the Securities Act and has been filed with the Commission under the Securities Act; one or more amendments to such registration statement, including in each case an amended preeffective prospectus, copies of which amendments have heretofore been delivered to you, have been so prepared and filed. If it is contemplated, at the time this Agreement is executed, that a post-effective amendment to the registration statement will be filed and must be declared effective before the offering of the Stock may commence, the term "Registration Statement" as used in this Agreement means the registration statement as amended by said post-effective amendment. The term "Registration Statement" as used in this Agreement shall also include any registration statement relating to the Stock that is filed and declared effective pursuant to Rule 462(b) under the Securities Act. All copies of Registration Statements that have been delivered to you are identical to the electronically transmitted copies thereof filed with the Commission pursuant to the Commission's Electronic Data Gathering, Analysis and Retrieval System ("▇▇▇▇▇"), except to the extent permitted by Regulation S-T. The term "Prospectus" as used in this Agreement means the prospectus in the form included in the Registration Statement, or, (A) if the prospectus included in the Registration Statement omits information in reliance on Rule 430A under the Securities Act and such information is included in a Current Report on Form 8-K prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act, the term "Prospectus" as used in this Agreement means the prospectus in the form included in the Registration Statement as supplemented by the addition of the Rule 430A information contained in the prospectus filed with the Commission pursuant to Rule 424(b) and (B) if prospectuses that includes meet the requirements of Section 10(a) of the Securities Act are delivered pursuant to Rule 434 under the Securities Act, then (i) the term "Prospectus" as used in this Agreement means the "prospectus subject to completion" (as such audited balance sheetterm is defined in Rule 434 (g) under the Securities Act) as supplemented by (a) the addition of Rule 430A information or other information contained in the form of prospectus delivered pursuant to Rule 434 (b) (2) under the Securities Act or (b) the information contained in the term sheets described in Rule 434 (b) (3) under the Securities Act, and (cii) the Company having issued a press release announcing when date of such separate trading will begin. No fractional Public Warrants will prospectuses shall be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, deemed to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from be the date of the closing of term sheets. The term "Preeffective Prospectus" as used in this Agreement means the Offering and terminating on prospectus subject to completion in the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully form included in the Registration Statement (at the time of the initial filing of the Registration Statement with the Commission, and as defined below)) such prospectus shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.have been amended from time to time prior to the date of the

Introductory. Tekkorp Digital Acquisition Corp.Landcadia Holdings, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 30,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 30,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 4,500,000 Units as provided in Section 2. The additional 3,750,000 4,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇J▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has and Deutsche Bank Securities Inc. (“Deutsche Bank”) have agreed to act as representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. 1 Plus an option to purchase from the Company up to 4,500,000 additional Units to cover over-allotments. Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Ordinary ShareClass A Common Stock”), and one warrant, where each warrant entitles the holder to purchase one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share share of Class A Common Stock (the “Public WarrantsWarrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one-half of one Ordinary Share share of Class A Common Stock for $5.75 per half share ($11.50 per share whole share) during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationredemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a warrant may not be exercised for a fractional share, so that only a whole Public Warrant an even number of warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital ▇▇▇▇ ▇▇ Acquisition Corp.III Co., a Cayman Islands exempted company Delaware corporation (the “Company”), proposesproposes to sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several underwriters named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”), an aggregate of 10,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. Each Firm Unit consists of one share of common stock, par value $0.0001 per share (“Common Stock” and the shares of Common Stock included in the Firm Units, the “Firm Shares”) of the Company and one-quarter of one warrant (collectively, the “Firm Warrants”), of which each whole Firm Warrant entitles the holder thereof to purchase one share of Common Stock under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in this agreement (this “Agreement”)Section 3 hereof, up to issue and sell to the several underwriters named in Schedule A an additional 1,500,000 units (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Optional Units”), including 2,000,000 each unit consisting of one share of Common Stock (collectively, the “Optional Shares”) and one-quarter of one warrant as described above (collectively, the “Optional Warrants”). The Firm Units that may be purchased in and the Offering Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” ▇▇▇▇ Capital Partners, LLC (as defined below“▇▇▇▇”) by and ▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ Capital Group LLC (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” -▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act are acting as representative representatives of the several Underwriters (and in such capacity, capacity are hereinafter referred to as the “Representative”) in connection with Representatives.” The several Underwriters propose initially to offer the offering of the Offered Securities Public Units for sale to upon the public as contemplated terms set forth in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Public Shares and the Public Warrants included in the Firm Units and any Optional Units will not trade be separately tradable until the 52nd 90th day following after the date of the IPO Prospectus or, if such date is not a business day, the following business day (hereof unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such containing an audited balance sheet, sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, holder to purchase one Ordinary Share share of Common Stock for $11.50 per share during the period commencing on the later of 30 thirty (30) days after the completion of an initial Business Combination Combination, and (as defined belowii) or 12 months from the date of the closing of the Offering and terminating expiring at 5:00 P.M., New York City time, on the five-year fifth anniversary of the date of the completion of such an initial Business Combination (as defined below) or earlier upon redemption or liquidationredemption; provided, however, provided that pursuant to no fractional shares of Common Stock shall be issued in respect of the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereofWarrants. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businessesbusinesses or entities and involving the Company. In February 2019, the Company issued an aggregate of 100 shares of Common Stock (the “Insider Shares”) to CR Financial Holdings, Inc. for an aggregate purchase price of $25,000. In May 2020, the Company effected a dividend of 28,750 shares for each share outstanding resulting in there being an aggregate of 2,875,000 Insider Shares outstanding. In May 2020, ▇▇▇▇▇-▇▇▇▇▇▇ and certain of the Company’s directors, officers and affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. an aggregate of 2,059,019 Insider Shares for an aggregate purchase price of $17,904.51. In January and February 2021, certain affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. and ▇▇▇▇▇-▇▇▇▇▇▇ an aggregate of 239,583 Insider Shares for an aggregate purchase price of $2,083.33. On February 9, 2021, certain of the Company’s initial stockholders sold an aggregate of 417,080 Insider Shares back to the Company, which shares were cancelled, and ▇▇▇▇▇-▇▇▇▇▇▇ and certain of the Company’s directors and affiliates of the Company’s management team purchased from the Company an aggregate of 417,080 Insider Shares, in each case, for an aggregate purchase price of $2,417.86. That same date, ▇▇▇▇▇-▇▇▇▇▇▇ purchased from CR Financial Holdings, Inc. 39,931 Insider Shares for a purchase price of $231.48. Also on February 9, 2021, the Company effected a dividend of 0.50 share for each share outstanding, which dividend was rescinded and cancelled by the Company on February 24, 2021, resulting in there being an aggregate of 2,875,000 Insider Shares outstanding. The Insider Shares include an aggregate of up to 375,000 shares of Common Stock subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the holders of the Insider Shares will collectively own 20.0% of the Company’s issued and outstanding Common Stock after the Offering (excluding the sale of Private Units (as defined below) and assuming that holders of the Insider Shares do not purchase Public Units in the Offering). The holders of the Insider Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Insider Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Insider Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Insider Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Insider Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110.05. The Company has entered into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) dated as of March 2, 2021, with certain of the holders of Insider Shares (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 378,000 units (or up to 408,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one share of Common Stock (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and three-quarters of one warrant (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). The Private Units, Private Shares and Private Warrants are substantially similar to the Public Units, Public Shares and Public Warrants, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants with CST, as warrant agent, substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants. The Company has entered into an Escrow Agreement, dated as of the date hereof, with CST, as escrow agent, substantially in the form filed as an exhibit to the Registration Statement (the “Escrow Agreement”), pursuant to which the Insider Shares will be placed in escrow with CST until the fulfillment of certain conditions set forth therein. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial stockholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial stockholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representatives have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement. The Company confirms that it has engaged EarlyBirdCapital, Inc. (“EBC”), and EBC confirms its agreement with the Company, to render services as a “qualified independent underwriter” within the meaning of Rule 5121 of the rules of the Financial Industry Regulatory Authority (“FINRA”) with respect to the Offering. EBC, solely in its capacity as a qualified independent underwriter with respect to the Offering, and not otherwise, is referred to herein as the “QIU.”

Introductory. Tekkorp Digital Acquisition Corp.Altimmune, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 25,000,000 units 3,369,564 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), and (ii) pre-funded warrants of the Company to purchase up to an aggregate of 1,630,436 shares of Common Stock at an exercise price of 0.0001 per share (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ UnitsPre-Funded Warrants”). The 25,000,000 Units 3,369,564 Shares to be sold by the Company are called the “Firm Shares.” The Firm Shares and the 1,630,436 Pre-Funded Warrants to be sold by the Company are collectively referred to as the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units 750,000 shares of its Common Stock as provided in Section 2. The additional 3,750,000 Units 750,000 shares of Common Stock to be sold by the Company pursuant to such option are collectively called the “Optional SecuritiesShares.” The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered Shares,” and together with the Pre-Funded Warrants are referred to as the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” ”), Evercore Group L.L.C. (“you” or “yourEvercore”) has and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“Piper”) have agreed to act as representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to Shares. To the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) extent there are no additional underwriters listed on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used hereinSchedule A, the term “Business CombinationRepresentatives” (as described more fully in the Registration Statement (as defined below)) used herein shall mean a mergeryou, capital stock exchangeas Underwriter, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.and the term “Underwriters”

Introductory. Tekkorp Digital Acquisition Corp.CM Life Sciences II Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 20,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 3,000,000 Units as provided in Section 2. The additional 3,750,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative a Representative of the several Underwriters (together in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (( “Ordinary ShareClass A Common Stock”), and one-half fifth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share share of Class A Common Stock (the “Public WarrantsWarrant(s)”). The Ordinary Shares shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share share of Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole Public Warrant warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 30,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 30,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 4,500,000 Units as provided in Section 2. The additional 3,750,000 4,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Tiga Acquisition Corp.Corp. III, a Cayman Islands exempted company (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A I hereto (collectively, the “Underwriters”) ), for whom you are acting as representatives (the “Representatives”), an aggregate of 25,000,000 15,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in ) of the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”)Company. The 25,000,000 respective amounts of Units to be sold so purchased by the Company several Underwriters are called set forth opposite their names on Schedule I hereto and are referred to the “Firm Securities.” In addition, the The Company has granted also proposes to grant to the Underwriters an the option to purchase up to an 2,250,000 additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called (the “Optional Securities.” ”) as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “OfferingAgreement”). Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (the “Ordinary ShareShares”), and one-half quarter of one redeemable warrant, each warrant (the “Warrants”). Each whole warrant entitling Warrant entitles the holder thereof of such Warrant to purchase one Ordinary Share (from the “Public Warrants”)Company at a price of $11.50, subject to adjustment, per Ordinary Share. The Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus Prospectus, or, if such date is not a business dayBusiness Day, the following business day (Business Day, unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to and provided: (a) the Company’s preparation of Company has provided an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and Units, only whole Public Warrants will tradetrade and pursuant to the Warrant Agreement (as defined below), only a whole Warrant may be exercised. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share The Warrants shall become exercisable during the period commencing on the later of 30 of: (i) thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) or 12 and (ii) twelve (12) months from the date of the closing consummation of the Offering Offering, and terminating such Warrants will expire on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereofLiquidation. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company has entered into certain agreements on or prior to the date hereof: A. Investment Management Trust Agreement. The Company has entered into an Investment Management Trust Agreement, dated the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued.

Introductory. Tekkorp Digital Acquisition Corp.Forum Merger II Corporation, a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 20,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Public Units”). The 25,000,000 20,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 3,000,000 Public Units as provided in Section 2. The additional 3,750,000 3,000,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Ordinary ShareClass A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Ordinary Share share of Class A Common Stock (the “Public WarrantsWarrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company.

Introductory. Tekkorp Digital Health Assurance Acquisition Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), proposesagrees with the several underwriters named in Schedule I hereto (collectively, upon the terms “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and conditions sell to the several Underwriters 50,000,000 SAILSM (Stakeholder Aligned Initial Listing) securities of the Company (said SAILSM securities to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 7,500,000 additional SAILSM securities of the Company to cover over-allotments (the “Optional Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 to this agreement (this “Agreement”). Each SAILSM security (each, to issue and sell to the several underwriters named in Schedule A (the a “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.SAILSM Security” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacitytogether, the “RepresentativeSAILSM Securities”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Ordinary ShareClass A Common Stock”), and one-half fourth of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Ordinary Share share of Common Stock (the “Public WarrantsWarrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants included in the SAILSM Securities will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units SAILSM Securities, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for share of Class A Common Stock at a price of $11.50 per share share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) or 12 and twelve (12) months from the date of the closing consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company has entered into an Investment Management Trust Agreement, dated November 12, 2020 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated November 12, 2020 (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company entered into a Securities Subscription Agreement, dated September 24, 2020 (the “Alignment Share Purchase Agreement”), with General Catalyst Group X - Early Venture, L.P., a Delaware limited partnership (“GC Early Venture”) and Health Assurance Economy Foundation, a Delaware corporation (the “Foundation”), pursuant to which GC Early Venture and the Foundation purchased an aggregate of 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) for an aggregate purchase price of $25,000 (including the shares of Class A Common Stock issuable upon conversion thereof (the “Conversion Shares”), the “Alignment Shares”), 2,587,500 of which were subsequently transferred by GC Early Venture to the Sponsor (as defined below). 375,000 of the Alignment Shares owned by the Sponsor being subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Alignment Shares are substantially similar to the shares Class A Common Stock included in the SAILSM Securities except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Warrants Purchase Agreement, effective as of the date hereof (the “Warrant Subscription Agreement”), with HAAC Sponsor, LLC (the “Sponsor”) and certain directors of the Company, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor and certain directors of the Company agreed to purchase an aggregate of 11,333,333 warrants (or up to 12,333,333 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised), each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the SAILSM Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated November 12, 2020 (the “Registration Rights Agreement”), with the Sponsor, the Foundation and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Class A Common Stock underlying the Alignment Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement dated November 12, 2020 (the “Insider Letter”), by and among the Sponsor, the Foundation and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to GC Early Venture in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Promissory Note”) in exchange for the payment of the equivalent amount by GC Early Venture to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of January 31, 2021 or the date of the closing of the Offering. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to the Sponsor, or an affiliate thereof, as determined by the Sponsor, an aggregate annual fee of $120,000 for certain administrative and support services.

Introductory. Tekkorp Digital Trajectory Alpha Acquisition Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), proposesagrees with the several underwriters named in Schedule I hereto (collectively, upon the terms and conditions set forth in this agreement “Underwriters”), for whom you are acting as representative (this the “AgreementRepresentative”), to issue and sell to the several underwriters named in Schedule A Underwriters 15,000,000 units (the “UnderwritersUnits”) an aggregate of 25,000,000 units of the Company (( the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ UnitsFirm Securities”). The 25,000,000 Units Company also proposes to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted grant to the Underwriters an option to purchase up to an 2,250,000 additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments, if any (the “Optional Option Securities.” The Firm Securities and, if and to together with the extent such option is exercised, the Optional Securities are collectively called the “Offered Firm Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “RepresentativeOffering Securities”) ). To the extent that there are no additional Underwriters listed on Schedule I hereto other than you, the term Representative as used herein shall mean you, as Underwriter. Certain capitalized terms used herein and not otherwise defined are defined in connection with the offering Section 23 of the Offered Securities for sale to the public as contemplated in the IPO Prospectus this agreement (as defined below) (the this “OfferingAgreement”). Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (the “Ordinary ShareCommon Shares”), and one-half of one redeemable public warrant, where each whole public warrant entitling entitles the holder thereof holder, upon exercise, to purchase one Ordinary Common Share (the “Public WarrantsWarrant(s)”). The Ordinary Common Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Common Share for at a price of $11.50 per share share, subject to adjustment, during the period commencing on the later of 30 (x) thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) or 12 and (y) twelve (12) months from the date of the closing consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationLiquidation; provided, however, that pursuant to the Public Warrant Agreement (as defined below), a Public Warrant may not be exercised for a fractional share, so that only a whole Public Warrant Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesbusinesses or entities. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Public Warrant Agreement, dated as of the date hereof (the “Public Warrant Agreement”), with respect to the Public Warrants, with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Public Warrants. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 private placement warrants at a price of $1.00 per private placement warrant, each private placement warrant entitling the holder, upon exercise, to purchase one Common Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Public Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Warrant Agreement, dated as of the date hereof (the “Private Warrant Agreement”), with respect to the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (the “Working Capital Warrants”) with CST, as warrant agent, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange and exercise of the Private Placement Warrants and the Working Capital Warrants. The Company has entered into a Securities Subscription Agreement, dated February 11, 2021 (the “Founder’s Purchase Agreement”), with Trajectory Alpha Sponsor LLC, a Delaware limited liability company (the “Sponsor”), filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 4,312,500 shares of Class B common stock, par value $0.0001 per share, of the Company (including the Common Shares issuable upon conversion thereof, the “Founder Shares”) for an aggregate purchase price of $25,000. Up to 562,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Common Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants, the Common Shares underlying the Private Placement Warrants, the Founder Shares, the Common Shares underlying the Founder Shares, the Working Capital Warrants and the Common Shares underlying the Working Capital Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated the date hereof (the “Insider Letter”), by and among the Sponsor, each of the Company’s officers, directors and advisors and Guggenheim Securities, LLC, in substantially the form filed as Exhibit 10.3 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of $10,000 for certain office space and secretarial and administrative services. The Company has entered into separate Securities Purchase Agreements, each dated as of [●], 2021 (each, an “Anchor Securities Purchase Agreement” and, collectively, the “Anchor Securities Purchase Agreements”), with certain institutional accredited investors (each, an “Anchor Investor” and, collectively, the “Anchor Investors”), in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Anchor Investors have collectively purchased an aggregate of [●] Founder Shares from the Company for a total purchase price of approximately $[●].

Introductory. Tekkorp Digital Acquisition Corp.Social Capital Hedosophia Holdings Corp. IV, a Cayman Islands exempted company (the “Company”), proposesagrees with the underwriter named in Schedule I hereto (the “Underwriter”), upon for whom you (the terms “Representative”) are acting as representative, to issue and conditions sell to the Underwriter 35,000,000 units of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriter, at the option of the Underwriter, an aggregate of not more than 5,250,000 additional units of the Company to cover over-allotments (the “Optional Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 to this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A . Each unit (the “UnderwritersUnit(s)”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (the “Ordinary ShareShares”), and one-half fourth of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Ordinary Share (the “Public WarrantsWarrant(s)”). The Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (or, if such date is not a business day, the following business day day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for at a price of $11.50 per share share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) or 12 and twelve (12) months from the date of the closing consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company has entered into an Investment Management Trust Agreement, dated October [●], 2020 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriter and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated October [●], 2020 (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 16, 2020 (the “Founder’s Purchase Agreement”), with SCH Sponsor IV LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 10,062,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), 1,312,500 of which are subject to forfeiture depending on the extent to which the Underwriter’s over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Sponsor Warrants Purchase Agreement, dated October [●], 2020 (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,500,000 warrants (or 5,025,000 warrants if the underwriter’s over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $2.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated October [●], 2020 (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated October [●], 2020 (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.2 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated October [●], 2020 (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services.

Introductory. Tekkorp Digital Artius II Acquisition Corp.Inc., a Cayman Islands exempted company (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule A I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) an aggregate of 25,000,000 are acting as representative, 20,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in ) of the Offering Company (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 3,000,000 additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments, if any (the “Optional Securities.” ”), as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “To the extent that there are no additional Underwriters listed on Schedule I other than you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “OfferingAgreement”). Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (the “Ordinary ShareShares”), and one-half one right to receive one tenth (1/10) of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public WarrantsRights”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Ordinary Shares and Public Warrants Rights included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (or, if such date is not a business day, the following business day day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants The Distributable Shares will be issued upon separation to holders of outstanding Ordinary Shares issued in connection with the sale of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days hereunder that are outstanding after the completion of Company redeems Ordinary Shares that the holders thereof have elected to redeem in connection with an initial Business Combination (as defined below) or 12 months from ), and the date distribution of Distributable Shares will occur substantially concurrently with the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such an initial Business Combination (as defined below) upon the satisfaction or earlier waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon redemption conversion of any rights or liquidation; provided, however, that pursuant in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the Warrant Agreement (as defined below)nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, only a whole Public Warrant may will not be exercised at separately transferable, assignable or saleable, and will not be evidenced by any given time by a holder thereofcertificate or instrument. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 (the “Securities Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On [•], 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Tekkorp Digital Acquisition Corp.QTS Realty Trust, Inc., a Cayman Islands exempted company Maryland corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 units 4,000,000 shares of the Company its 7.125% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ UnitsShares”). The 25,000,000 Units 4,000,000 Shares to be issued and sold by the Company are being hereinafter called the “Firm SecuritiesShares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units 600,000 Shares, as provided in Section 2. The additional 3,750,000 Units 600,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional SecuritiesShares.” The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered SecuritiesShares.” The terms of the Offered Shares will be set forth in an Articles Supplementary with respect to the Shares (the “Articles Supplementary”) to be filed with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) amending the articles of amendment and restatement of the Company (the “Articles of Amendment and Restatement”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“Jefferies,” “you” or “your▇▇▇▇▇ Fargo”) has have agreed to act as representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to Shares. To the public extent there are no additional underwriters listed on Schedule A, the term “Representatives” as contemplated in the IPO Prospectus (used herein shall mean you, as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”)Underwriters, and one-half of one redeemable warrantthe term “Underwriters” shall mean either the singular or the plural, each whole warrant entitling as the holder thereof to purchase one Ordinary Share (the “Public Warrants”)context requires. The Ordinary Shares Company has prepared and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet filed with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report an automatic shelf registration statement on Form 8S-3, File No. 333-K that includes such audited balance sheet210425, and including a base prospectus dated March 28, 2016 (c) including the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will documents incorporated or deemed to be issued upon separation incorporated by reference therein prior to the time of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, execution of this Agreement pursuant to purchase one Ordinary Share for $11.50 per share during Item 12 of Form S-3 under the period commencing on the later of 30 days after the completion of an initial Business Combination Securities Act (as defined below) or 12 months from the date “Base Prospectus”) to be used in connection with the public offering and sale of the closing Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 and any information deemed to be a part thereof at the time of effectiveness pursuant to 430B under the Securities Act, is called the “Registration Statement.” Such Registration Statement became effective upon filing under Rule 462(e) of the Offering Securities Act. The preliminary prospectus supplement dated March 7, 2018 describing the Offered Shares and terminating on the five-year anniversary offering thereof, together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used prior to the filing of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement Prospectus (as defined below), only together with the Base Prospectus, is called a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessespreliminary prospectus.”

Introductory. Tekkorp Digital Genesis Park Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 15,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 15,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 2,250,000 Units as provided in Section 22 hereof. The additional 3,750,000 2,250,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (“Class A Ordinary ShareShares”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Class A Ordinary Share (the “Public WarrantsWarrant(s)”). The Class A Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Class A Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with involving the Company and one or more businesses.. The Company has prepared and filed with the Commission a registration statement on Form S-1, File No. 333-249066 which contains a form of prospectus to be used in connection with the Offering and sale of the Offered Securities. Such registration statement, as amended, including the financial statements,

Introductory. Tekkorp Digital Acquisition Corp.Matador Resources Company, a Cayman Islands exempted company Texas corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ ”) and the other several Initial Purchasers named in Schedule A (the “▇▇▇▇▇▇ UnitsInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $175,000,000 aggregate principal amount of the Company’s 6.875% Senior Notes due 2023 (the “Notes”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) ▇▇▇▇▇ has agreed to act as the representative of the several Underwriters Initial Purchasers (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Securities for sale Notes. The Notes will be issued pursuant to that certain indenture, dated as of April 14, 2015 (the public as contemplated in “Indenture”), among the IPO Prospectus Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “OfferingTrustee”), pursuant to which the Issuers previously issued, on April 14, 2015, $400,000,000 in aggregate principal amount of their 6.875% Senior Notes due 2023. Each Unit consists Notes will be issued only in book-entry form in the name of one Class A ordinary share Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, par value $0.0001 per share the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of December 9, 2016 (the “Ordinary ShareRegistration Rights Agreement”), among the Company, the Guarantors and one-half the Initial Purchasers, pursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of one redeemable warrant, each whole warrant entitling debt securities of the holder thereof Company with terms substantially identical to purchase one Ordinary Share the Notes (the “Public WarrantsExchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Ordinary Shares Notes and Public Warrants will not trade separately until the 52nd day following Guarantees attached thereto are herein collectively referred to as the date “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” This Agreement, the Registration Rights Agreement, the Securities, the Exchange Securities, and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the IPO Prospectus or, if such date is not a business day, Securities on the following business day terms and in the manner set forth herein and in the Pricing Disclosure Package (unless as defined below) and agrees that the Representative informs the Company of its decision to allow earlier separate trading)Initial Purchasers may resell, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company conditions set forth herein, all or a portion of the proceeds Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Offering, (b) Securities are made is referred to as the filing by “Time of Sale”). The Securities are to be offered and sold to or through the Company of such audited balance sheet Initial Purchasers without being registered with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) under the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation Securities Act of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination 1933 (as defined below) or 12 months from amended, the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (“Securities Act,” which term, as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, includes the term rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Business CombinationRule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated December 5, 2016 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated December 6, 2016 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (as described more fully in the Registration Statement (as defined below“Final Offering Memorandum”)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Acquisition Corp.Landcadia Holdings II, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇J▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Ordinary ShareClass A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Ordinary Share share of Class A Common Stock (the “Public WarrantsWarrant(s)”). The Ordinary Shares shares of Class A Common Stock and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Acquisition Corp.Republic Services, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters Underwriters named in Schedule A (the “Underwriters”) an ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $1,850,000,000 aggregate of 25,000,000 units principal amount of the Company Company’s 3.800% Notes due 2018 (the “Units2018 Notes”), including 2,000,000 Units that may be purchased in 4.750% Notes due 2023 (the Offering “2023 Notes”) and 5.700% Notes due 2041 (as defined belowthe “2041 Notes”) by (collectively, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ”), Barclays Capital Inc., ▇.▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if LLC and to the extent such option is exercised, the Optional RBS Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has Inc. have agreed to act as representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale Notes. The Notes will be issued pursuant to an indenture (the “Base Indenture”), dated as of September 8, 2009, among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Certain terms of the 2018 Notes will be established pursuant to a second supplemental indenture to the public as contemplated in Base Indenture, certain terms of the IPO Prospectus 2023 Notes will be established pursuant to a third supplemental indenture to the Base Indenture and certain terms of the 2041 Notes will be established pursuant to a fourth supplemental indenture to the Base Indenture, each to be entered among the Company, the Guarantors (as defined below) and the Trustee and dated as of the Closing Date (as defined in Section 2 below) (the “Offering”). Each Unit consists of one Class A ordinary share of Supplemental Indentures” and, together with the CompanyBase Indenture, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public WarrantsIndenture”). The Ordinary Shares Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and Public Warrants the Depositary. The payment of principal, premium and interest on the Notes will not trade separately until be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by the 52nd day following the date subsidiaries of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs Company listed on Exhibit D hereto and any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of its decision the Indenture and, to allow earlier separate tradingthe extent provided by the Indenture, their respective successors and assigns (collectively the “Guarantors”), subject pursuant to their guarantees (a) the Company’s preparation of an audited balance sheet reflecting “Guarantees”). The Notes and the receipt by Guarantees attached thereto are herein collectively referred to as the “Securities.” The Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) on under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), a Current Report registration statement on Form 8S-3 (File No. 333-K that includes such audited balance sheet166469), including a base prospectus, relating to the debt securities and (c) the guarantees thereof to be offered from time to time by the Company having issued a press release announcing when such separate trading will beginand the Guarantors. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holderSuch registration statement, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary amended as of the date hereof, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the completion of such initial Business Combination registration statement (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below“Rule 430 Information”), only a whole Public Warrant may be exercised at any given time by a holder thereof. As is referred to herein as the “Registration Statement”; and as used herein, the term “Business CombinationPreliminary Prospectus” means the preliminary prospectus supplement, dated May 2, 2011, together with the base prospectus included therein dated May 3, 2010, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities, which is the final prospectus supplement, dated May 2, 2011, together with the base prospectus included therein dated May 3, 2010. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents that are or are deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as described more fully of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Exchange Act”) that are or are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to 4:00 p.m. New York City time on the date hereof (the “Time of Sale”), the Company prepared the following information (collectively, the “Time of Sale Information”): (i) the Preliminary Prospectus and (ii) each “free-writing prospectus” (as defined below)pursuant to Rule 405 under the Securities Act) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination listed on Exhibit C hereto as constituting part of the Time of Sale Information. Each of the Company and the Guarantors hereby confirms its agreements with one or more businesses.the Underwriters as follows:

Introductory. Tekkorp Digital Acquisition Corp.Radio One, Inc., a Cayman Islands exempted company Delaware Corporation (the “"Company”"), proposes, upon subject to the terms and conditions set forth in this agreement (this “Agreement”)stated herein, to that the Company issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”"Purchasers") 260,000 6 1/2% Convertible Preferred Securities Remarketable Term Income Deferrable Equity Securities (HIGH TIDES)(SM) (the "Firm Securities") and also proposes that the Company issue and sell to the Purchasers, at the option of the Purchasers, an aggregate of 25,000,000 units not more than 50,000 additional HIGH TIDES ("Optional Securities") as set forth below. The Firm Securities and the Optional Securities that the Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the "Offered Securities". The Offered Securities will be convertible into shares of Class D common stock, par value $.001 per share, of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”"Company Common Stock"). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC Holders (“Jefferies,” “you” or “your”including subsequent transferees) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale (or any security into which the Offered Securities are converted) will have the registration rights set forth in the Registration Rights Agreement dated as of the Closing Date (the "Registration Rights Agreement") to be entered into between the Company and the Purchasers. Pursuant to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business dayRegistration Rights Agreement, the following business day (unless the Representative informs the Company of its decision agrees to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet file with the U.S. Securities and Exchange Commission (the “"Commission”") on a Current Report on Form 8-K that includes such audited balance sheetshelf registration statement (the "Shelf Registration Statement") pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), to register sales of the Offered Securities, and the shares of Company Common Stock issuable upon conversion thereof (ccollectively, the "Registrable Securities") following the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation sale of the Units and only whole Public Warrants will tradeOffered Securities contemplated hereby. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during The Company agrees with the period commencing on the later of 30 days after the completion of an initial Business Combination (Purchasers as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Tekkorp Digital Acquisition Corp.Viisage Technology, Inc., a Cayman Islands exempted company Delaware corporation (the “------------ "Company”"), proposesand ▇▇▇ Acquisition Corp. ("▇▇▇"), a stockholder of the Company (the "Selling Stockholder") propose to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the "Underwriters," or, each, an "Underwriter"), an aggregate of 2,500,000 shares of Common Stock, $.001 par value per share (the "Common Stock"), of the Company, of which 2,000,000 shares will be sold by the Company and 500,000 shares will be sold by the Selling Stockholder. The aggregate of 2,500,000 shares so proposed to be sold is hereinafter referred to as the "Firm Stock." The respective amounts of the Firm Stock to be so purchased by the several Underwriters are set forth opposite their names in Schedule A hereto. The Company also has granted to the Underwriters, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In additionSection 3 hereof, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2375,000 shares of Common Stock (the "Optional Stock"). The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if Stock and to the extent such option is exercised, the Optional Securities Stock are hereinafter collectively called referred to as the “Offered Securities"Stock.” " ▇▇▇▇▇ & Company ("Cowen") and ▇▇▇▇▇▇▇ & Company, Inc. ("▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”") has agreed to act are acting as representative representatives of the several Underwriters (and in such capacitycapacity are hereinafter referred to as the "Representatives." (a) Representations and Warranties of the Company and the Selling ------------------------------------------------------------- Stockholder. The Company and the Selling Stockholder jointly and severally ----------- represent and warrant to, and agree with, the “Representative”several Underwriters that: ________________________________ /1/ Plus an option to purchase up to 375,000 additional shares from the Company to cover over-allotments. (i) A registration statement on Form S-1 (File No. 333-10649) in connection the form in which it became or becomes effective and also in such form as it may be when any post-effective amendment thereto shall become effective (the "Registration Statement") with respect to the offering Stock, including any preeffective prospectuses included as part of the Offered registration statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Securities for sale to the public Act of 1933, as contemplated in the IPO Prospectus (as defined below) amended (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”"Securities Act"), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share rules and regulations (the “Public Warrants”). The Ordinary Shares "Rules and Public Warrants will not trade separately until the 52nd day following the date Regulations") of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “"Commission”") thereunder, copies of which have heretofore been delivered to you, has been carefully prepared by the Company in conformity with the requirements of the Securities Act and has been filed with the Commission under the Securities Act; one or more amendments to such registration statement, including in each case an amended preeffective prospectus, copies of which amendments have heretofore been delivered to you, have been so prepared and filed. If it is contemplated, at the time this Agreement is executed, that a post-effective amendment to the registration statement will be filed and must be declared effective before the offering of the Stock may commence, the term "Registration Statement" as used in this Agreement means the registration statement as amended by said post-effective amendment. The term "Registration Statement" as used in this Agreement shall also include any registration statement relating to the Stock that is filed and declared effective pursuant to Rule 462(b) under the Securities Act. All copies of Registration Statements that have been delivered to you are identical to the electronically transmitted copies thereof filed with the Commission pursuant to the Commission's Electronic Data Gathering, Analysis and Retrieval System ("▇▇▇▇▇"), except to the extent permitted by Regulation S-T. The term "Prospectus" as used in this Agreement means the prospectus in the form included in the Registration Statement, or, (A) if the prospectus included in the Registration Statement omits information in reliance on Rule 430A under the Securities Act and such information is included in a Current Report on Form 8-K prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act, the term "Prospectus" as used in this Agreement means the prospectus in the form included in the Registration Statement as supplemented by the addition of the Rule 430A information contained in the prospectus filed with the Commission pursuant to Rule 424(b) and (B) if prospectuses that includes meet the requirements of Section 10(a) of the Securities Act are delivered pursuant to Rule 434 under the Securities Act, then (i) the term "Prospectus" as used in this Agreement means the "prospectus subject to completion" (as such audited balance sheetterm is defined in Rule 434(g) under the Securities Act) as supplemented by (a) the addition of Rule 430A information or other information contained in the form of prospectus delivered pursuant to Rule 434(b)(2) under the Securities Act or (b) the information contained in the term sheets described in Rule 434(b)(3) under the Securities Act, and (cii) the Company having issued a press release announcing when date of such separate trading will begin. No fractional Public Warrants will prospectuses shall be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, deemed to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from be the date of the closing term sheets. The term "Preeffective Prospectus" as used in this Agreement means the prospectus subject to completion in the form included in the Registration Statement at the time of the Offering initial filing of the Registration Statement with the Commission, and terminating on the five-year anniversary of as such prospectus shall have been amended from time to time prior to the date of the completion Prospectus. For purposes of such initial Business Combination (as defined below) this Agreement, all references to the Registration Statement, any Pre-effective Prospectus, the Prospectus, or earlier upon redemption any amendment or liquidation; provided, however, that supplement to any of the foregoing shall be deemed to include the respective copies thereof filed with the Commission pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses▇▇▇▇▇.

Introductory. Tekkorp Digital Acquisition Corp.iStar Inc., a Cayman Islands exempted company Maryland corporation (the “Company”), proposes, upon the terms and conditions set forth in this confirms its agreement with Barclays Capital Inc. (this “AgreementBarclays”), to issue and sell to the several underwriters named in Schedule A ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ”), ▇.▇. ▇▇▇▇▇▇ Securities LLC (the “▇.▇. ▇▇▇▇▇▇ Units▇”), and the other several initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), with respect to (i) the sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $250,000,000 aggregate principal amount of the Company’s 3.125% Convertible Senior Notes due 2022 (the “Initial Securities”) and (ii) the grant by the Company to the Initial Purchasers, acting severally and not jointly, of the option to purchase all or any part of an additional $37,500,000 aggregate principal amount of its 3.125% Convertible Senior Notes due 2022 (the “Option Securities” and, together with the Initial Securities, the “Securities”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In additionBarclays, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has ▇▇▇▇▇ and ▇.▇. ▇▇▇▇▇▇ have agreed to act as representative the representatives of the several Underwriters Initial Purchasers (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities. The Securities for sale will be issued pursuant to an indenture, dated as of February 5, 2001, between the public Company and US Bank Trust National Association, as contemplated trustee (the “Trustee”) (the “Base Indenture”), as amended by the Thirty-second Supplemental Indenture, to be dated as of the Closing Date (as defined in Section 2 hereof), between the Company and the Trustee (such supplemental indenture, together with the Base Indenture, the “Indenture”). The Securities will be convertible, upon the terms and conditions set forth in the IPO Prospectus Indenture, into cash, shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) or a combination of cash and Common Stock. The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date, among the Company, the Trustee and the Depositary. This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “OfferingSubsequent Purchasers”). Each Unit consists of one Class A ordinary share ) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof Securities are made is referred to purchase one Ordinary Share (as the “Public Warrants”Time of Sale” (which for purposes of this Agreement is 4:20 p.m., New York City time, on the date hereof)). The Ordinary Shares Securities are to be offered and Public Warrants will not trade separately until sold to or through the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet Initial Purchasers without being registered with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheetunder the Securities Act of 1933, and as amended (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder“Securities Act,” which term, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, includes the term rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors that acquire Securities may only resell or otherwise transfer such Securities if such Securities are hereafter registered under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Rule 144A (“Business CombinationRule 144A”) of the rules and regulations promulgated under the Securities Act. The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated September 14, 2017 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated September 14, 2017 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as described more fully the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Registration Statement (Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Tekkorp Digital Acquisition Corp.▇▇▇▇▇▇▇ Group Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon agrees with the terms and conditions set forth several Underwriters named in Schedule A (“Underwriters”) to this agreement (this “Agreement”), for whom you are acting as representative (in such capacity, the “Representatives”), to issue and sell to the several underwriters named in Schedule A Underwriters $125,000,000 principal amount (“Firm Securities”) of its 4.50% Convertible Senior Notes due 2023 (the “UnderwritersNotes”) and also agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of 25,000,000 units not more than $18,750,000 additional principal amount (“Optional Securities”) of its Notes as set forth below, all to be issued under an indenture, dated as of June 17, 2008, and as supplemented through the Company First Closing Date (the “UnitsIndenture”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by between the Company are called the “Firm Securities.” In additionand U.S. Bank National Association, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2Trustee. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities Securities, together with the related Guarantees, are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC The Notes will be guaranteed (the “Jefferies,” “you” or “yourGuarantees”) has agreed to act as representative on a senior unsecured basis by the subsidiaries of the several Underwriters Company listed on the signature pages hereof (in such capacity, the “RepresentativeGuarantors”) in ). The Notes and the Guarantees are herein collectively called the “Securities.” In connection with the offering of the Offered Securities for sale to Firm Securities, the public as contemplated in Company is separately entering into convertible note hedge transactions and warrant transactions with certain of the IPO Prospectus (as defined below) Underwriters or their respective affiliates (the “OfferingCall Spread Counterparties”). Each Unit consists of one Class A ordinary share of , in each case pursuant to convertible note hedge confirmations (the Company“Base Bond Hedge Confirmations”) and warrant confirmations (the “Base Warrant Confirmations”), par value $0.0001 per share respectively, each dated the date hereof (the Base Bond Hedge Confirmations and the Base Warrant Confirmations, collectively, the “Ordinary ShareBase Call Spread Confirmations”), and one-half in connection with the issuance of one redeemable warrantany Optional Securities, each whole the Company and the Call Spread Counterparties may enter into additional convertible note hedge transactions and additional warrant entitling the holder thereof transactions pursuant to purchase one Ordinary Share additional convertible note hedge confirmations (the “Public WarrantsAdditional Bond Hedge Confirmations”). The Ordinary Shares ) and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission additional warrant confirmations (the “CommissionAdditional Warrant Confirmations” and, together with the Base Warrant Confirmations, the “Warrant Confirmations”) ), respectively, each to be dated the date on a Current Report on Form 8-K that includes such audited balance sheet, and (c) which the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of option granted to the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, Underwriters pursuant to Section 3 to purchase one Ordinary Share for $11.50 per share during such Optional Securities is exercised (the period commencing on Additional Bond Hedge Confirmations and the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; providedAdditional Warrant Confirmations, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used hereincollectively, the term “Business CombinationAdditional Call Spread Confirmations” (as described more fully in and, together with the Registration Statement (as defined belowBase Call Spread Confirmations, the “Call Spread Confirmations”)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital ▇▇▇▇ ▇▇ Acquisition Corp.III Co., a Cayman Islands exempted company Delaware corporation (the “Company”), proposesproposes to sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several underwriters named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”), an aggregate of 15,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. Each Firm Unit consists of one share of common stock, par value $0.0001 per share (“Common Stock” and the shares of Common Stock included in the Firm Units, the “Firm Shares”) of the Company and one-half of one warrant (collectively, the “Firm Warrants”), of which each whole Firm Warrant entitles the holder thereof to purchase one share of Common Stock under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in this agreement (this “Agreement”)Section 3 hereof, up to issue and sell to the several underwriters named in Schedule A an additional 2,250,000 units (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Optional Units”), including 2,000,000 each unit consisting of one share of Common Stock (collectively, the “Optional Shares”) and one-quarter of one warrant as described above (collectively, the “Optional Warrants”). The Firm Units that may be purchased in and the Offering Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” ▇▇▇▇ Capital Partners, LLC (as defined below“▇▇▇▇”) by and ▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ Capital Group LLC (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” -▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act are acting as representative representatives of the several Underwriters (and in such capacity, capacity are hereinafter referred to as the “Representative”) in connection with Representatives.” The several Underwriters propose initially to offer the offering of the Offered Securities Public Units for sale to upon the public as contemplated terms set forth in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Public Shares and the Public Warrants included in the Firm Units and any Optional Units will not trade be separately tradable until the 52nd 90th day following after the date of the IPO Prospectus or, if such date is not a business day, the following business day (hereof unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such containing an audited balance sheet, sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, holder to purchase one Ordinary Share share of Common Stock for $11.50 per share during the period commencing on the later of 30 thirty (30) days after the completion of an initial Business Combination Combination, and (as defined belowii) or 12 months from the date of the closing of the Offering and terminating expiring at 5:00 P.M., New York City time, on the five-year fifth anniversary of the date of the completion of such an initial Business Combination (as defined below) or earlier upon redemption or liquidationredemption; provided, however, provided that pursuant to no fractional shares of Common Stock shall be issued in respect of the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereofWarrants. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businessesbusinesses or entities and involving the Company. In February 2019, the Company issued an aggregate of 100 shares of Common Stock (the “Insider Shares”) to CR Financial Holdings, Inc. for an aggregate purchase price of $25,000. In May 2020, the Company effected a dividend of 28,750 shares for each share outstanding resulting in there being an aggregate of 2,875,000 Insider Shares outstanding. In May 2020, ▇▇▇▇▇-▇▇▇▇▇▇ and certain of the Company’s directors, officers and affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. an aggregate of 2,059,019 Insider Shares for an aggregate purchase price of $17,904.51. In January and February 2021, certain affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. and ▇▇▇▇▇-▇▇▇▇▇▇ an aggregate of 239,583 Insider Shares for an aggregate purchase price of $2,083.33. In February 2021, the Company effected a dividend of 0.50 shares for each share outstanding resulting in there being an aggregate of 4,312,500 Insider Shares outstanding. That same date, certain of the Company’s initial stockholders sold to the Companyan aggregate of 417,080 Insider Shares, which shares were cancelled, and ▇▇▇▇▇-▇▇▇▇▇▇ and certain of the Company’s directors and affiliates of the Company’s management team purchased from the Company an aggregate of 417,080 Insider Shares, in each case, for an aggregate purchase price of $2,417.86. Also on February 9, 2021, ▇▇▇▇▇-▇▇▇▇▇▇ purchased from CR Financial Holdings, Inc. 39,931 Insider Shares for a purchase price of $231.48. The Insider Shares include an aggregate of up to 562,500 shares of Common Stock subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the holders of the Insider Shares will collectively own 20.0% of the Company’s issued and outstanding Common Stock after the Offering (excluding the sale of Private Units (as defined below) and assuming that holders of the Insider Shares do not purchase Public Units in the Offering). The holders of the Insider Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Insider Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Insider Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Insider Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Insider Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110.05. The Company has entered into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) dated as of ______, 2021, with certain of the holders of Insider Shares (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 478,000 units (or up to 523,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one share of Common Stock (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and three-quarters of one warrant (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). The Private Units, Private Shares and Private Warrants are substantially similar to the Public Units, Public Shares and Public Warrants, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants with CST, as warrant agent, substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants. The Company has entered into an Escrow Agreement, dated as of the date hereof, with CST, as escrow agent, substantially in the form filed as an exhibit to the Registration Statement (the “Escrow Agreement”), pursuant to which the Insider Shares will be placed in escrow with CST until the fulfillment of certain conditions set forth therein. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial stockholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial stockholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representatives have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement. The Company confirms that it has engaged EarlyBirdCapital, Inc. (“EBC”), and EBC confirms its agreement with the Company, to render services as a “qualified independent underwriter” within the meaning of Rule 5121 of the rules of the Financial Industry Regulatory Authority (“FINRA”) with respect to the Offering. EBC, solely in its capacity as a qualified independent underwriter with respect to the Offering, and not otherwise, is referred to herein as the “QIU.”

Introductory. Tekkorp Digital Acquisition Corp.Derma Sciences, Inc., a Cayman Islands exempted company Pennsylvania corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), ) proposes to issue and sell to the several underwriters named in listed on Schedule A hereto (each an “Underwriter” and collectively, the “Underwriters”) an aggregate of 25,000,000 units of the Company 972,000 shares (the “UnitsFirm Shares”)) of its common stock, including 2,000,000 Units that may be purchased par value $.01 per share (“Common Stock) and warrants (collectively, the “Firm Warrants”) to purchase up to 324,000 shares of Common Stock (the “Warrant Shares”) at any time on or before February 16, 2015 (the “Warrant Expiration Date”) for. All of the terms of the Firm Warrants are set forth in the Offering form of warrant certificate (the “Warrant Certificate”) filed as an exhibit to the Registration Statement (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units 145,800 shares of Common Stock (the “Option Shares”) and warrants to purchase 48,600 shares of Common Stock (the “Option Warrants” as provided in Section 2. The additional 3,750,000 Units Unless specified to the contrary, all references herein to (i) “Shares” shall be sold by deemed to include the Company pursuant to such option are collectively called Firm Shares and the “Optional Securities.” The Firm Securities and, if and Option Shares (to the extent such the aforementioned option is has been exercised); (ii) “Warrants” shall be deemed to include the Firm Warrants and the Option Warrants; (iii) “Warrant Shares” shall be deemed to refer to the shares of Common Stock issuable upon exercise of the Warrants; and (iv) “Securities” shall be deemed to include the Shares, the Optional Securities are collectively called Warrants and the “Offered Securities.” Warrant Shares. R▇▇▇▇▇ & R▇▇▇▇▇▇▇▇▇ , LLC (“Jefferies,” “you” or “your”) has agreed to act is acting as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Securities for sale to Securities. In consideration of the public as contemplated mutual agreements contained herein and of the interests of the parties in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business daytransactions contemplated hereby, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (parties hereto agree as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Tekkorp Digital ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 12,500,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 12,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 1,875,000 Units as provided in Section 2. The additional 3,750,000 1,875,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (“Ordinary ShareShares”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Ordinary Share (the “Public WarrantsWarrant(s)”). The Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole Public Warrant warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Acquisition Corp.This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which Maxim Group LLC, (“Maxim” or the “Placement Agent”) shall be engaged by Nvni Group Limited, a Cayman Islands exempted company (the “Company”), proposesto act as the exclusive Placement Agent in connection with the private placement (hereinafter referred to as the “Offering”) of securities of the Company, upon the as more fully described below. Capitalized terms and conditions set forth used but not defined in this agreement Agreement shall have the meaning ascribed to them in the Securities Purchase Agreement (this defined below). The Offering will consist of an aggregate of (i) 3,680,982 ordinary shares (the “AgreementShares”), to issue and sell to the several underwriters named in Schedule A $0.00001 par value per share (the “UnderwritersOrdinary Shares”); (ii) an aggregate of 25,000,000 units of the Company Series A Ordinary Share Purchase Warrants (the “UnitsSeries A Warrants”) to purchase up to 1,840,491 Ordinary Shares (the “Warrant Shares”, and together with the Shares, the Series A Warrants, and the Series B Warrants, the “Securities”); (iii) Series B Ordinary Share Purchase Warrants (the “Series B Warrants” and, including 2,000,000 Units that may be purchased together with the Series A Warrants, the “Warrants”) to purchase up to the Maximum Eligibility Number (as defined in the Series B Warrants) of Warrant Shares, with each Share being accompanied by the Warrants. Each person desiring to purchase Securities in the Offering will be required to (i) execute and deliver to the Company a fully completed Securities Purchase Agreement; and (ii) transmit the full amount of the purchase price of the Securities subscribed for to the Company, in accordance with the Company’s wire instructions, unless the Company and the Investors agree to wire transfer to a separate account specified in writing between the parties. The Securities will be offered and sold to the Investors (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (in the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted Offering pursuant to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by exemption from the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative registration requirements of the several Underwriters (in such capacitySecurities Act of 1933, as amended, and the “Representative”) in connection with the offering rules and regulations of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheetthereunder (collectively, and (cthe “Securities Act”), in reliance upon Section 4(a)(2) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during Securities Act and/or Rule 506(b) of Regulation D promulgated by the period commencing on Commission under the later of 30 days after the completion of an initial Business Combination Securities Act (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below“Regulation D”), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Acquisition Corp.Social Capital Suvretta Holdings Corp. III, a Cayman Islands exempted company (the “Company”), proposesagrees with the underwriter named in Schedule I hereto (the “Underwriter”), upon for whom you (the terms “Representative”) are acting as representative, to issue and conditions sell to the Underwriter 20,000,000 Class A ordinary shares, par value $0.0001 per share, of the Company (said shares to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriter, at the option of the Underwriter, an aggregate of not more than 3,000,000 additional Class A ordinary shares of the Company to cover over-allotments (the “Optional Securities”), if any, as set forth below. The Firm Securities and the Optional Securities are herein collectively referred to as the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 to this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. Pursuant to the securities subscription agreement, dated as of March 2, 2021, as amended and restated on May 24, 2021 (the “Securities Subscription Agreement”), by and between the Company and SCS Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), the Company issued to the Sponsor an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company (such shares, as well as the Class A ordinary shares issuable upon conversion thereof, where applicable, the “Founder Shares”) for an aggregate purchase price of $25,000. Up to 750,000 of the Founder Shares are subject to forfeiture depending on the extent to which the Underwriter’s over-allotment option is exercised. The Founder Shares are substantially similar to the Offered Securities except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has issued a non-interest bearing, unsecured amended and restated promissory note, for an aggregate amount of $300,000, to the Sponsor, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Promissory Note”), payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into a private placement shares purchase agreement, dated as of the date hereof (the “Private Placement Shares Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor has agreed to purchase an aggregate of 600,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share. The Private Placement Shares are substantially similar to the Offered Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into an investment management trust agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Shares and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriter and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a registration rights agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Shares, the Founder Shares and underlying Class A ordinary shares, and the Class A ordinary shares (which will be substantially similar to the Private Placement Shares) that may be issued to the Sponsor or its affiliates upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.2 to the Registration Statement. The Company has entered into an administrative services agreement, dated as of the date hereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services.

Introductory. Tekkorp Digital Acquisition Corp.CM Life Sciences III Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 48,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 48,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 7,200,000 Units as provided in Section 2. The additional 3,750,000 7,200,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has and ▇▇▇▇▇ and Company, LLC have agreed to act as representative a Representatives of the several Underwriters (together in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (( “Ordinary ShareClass A Common Stock”), and one-half fifth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share share of Class A Common Stock (the “Public WarrantsWarrant(s)”). The Ordinary Shares shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs Representatives inform the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share share of Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole Public Warrant warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Acquisition Corp.Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the “Company”), proposesagrees with the underwriters named in Schedule I hereto (the “Underwriters”), upon for whom you (the terms “Representative”) are acting as representative, to issue and conditions sell to the Underwriters 22,000,000 Class A ordinary shares, par value $0.0001 per share, of the Company (said shares to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,300,000 additional Class A ordinary shares of the Company to cover over-allotments (the “Optional Securities”), if any, as set forth below. The Firm Securities and the Optional Securities are herein collectively referred to as the “Offered Securities.” Certain capitalized terms used herein and not otherwise defined are defined in Section 23 to this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. Pursuant to the securities subscription agreement, dated as of March 2, 2021, as amended and restated on May 24, 2021 (the “Securities Subscription Agreement”), by and between the Company and SCS Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), the Company issued to the Sponsor an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company (such shares, as well as the Class A ordinary shares issuable upon conversion thereof, where applicable, the “Founder Shares”) for an aggregate purchase price of $25,000. On June 29, 2021, the Company approved a share capitalization resulting in an aggregate of 6,325,000 Founder Shares outstanding as of the date thereof. Up to 825,000 of the Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Offered Securities except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has issued a non-interest bearing, unsecured amended and restated promissory note, for an aggregate amount of $300,000, to the Sponsor, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Promissory Note”), payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into a private placement shares purchase agreement, dated as of the date hereof (the “Private Placement Shares Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor has agreed to purchase an aggregate of 640,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share. The Private Placement Shares are substantially similar to the Offered Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into an investment management trust agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Shares and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a registration rights agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Shares, the Founder Shares and underlying Class A ordinary shares, and the Class A ordinary shares (which will be substantially similar to the Private Placement Shares) that may be issued to the Sponsor or its affiliates upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.2 to the Registration Statement. The Company has entered into an administrative services agreement, dated as of the date hereof (the “Administrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services.

Introductory. Tekkorp Digital Acquisition Corp.Hovnanian Enterprises, Inc., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms ) and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC Enterprises, Inc., a California corporation (“Jefferies,Hovnanian” and together with the Company, the “you” or “yourIssuers”) has agreed ), propose to act as representative of issue and sell to the several Underwriters named in Schedule A hereto (in such capacity, the “RepresentativeUnderwriters”) 3,000,000 7.25% Tangible Equity Units (“Units”) of the Company and Hovnanian (“Underwritten Securities”) and also propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 450,000 Units (“Optional Securities”) as set forth below. The Underwritten Securities and the Optional Securities are herein collectively called the “Securities”. Each Security has a stated amount of $25 (the “Stated Amount”) and consists of (1) a prepaid stock purchase contract (each, a “Purchase Contract”) under which the holder has purchased and the Company will agree to automatically deliver on February 15, 2014, subject to acceleration in connection with any early settlement of such Purchase Contract pursuant to the offering provisions thereof and of the Offered Securities for sale Purchase Contract Agreement (the “Purchase Contract Agreement”), to be dated as of the public Closing Date (as contemplated in defined herein), by and between the IPO Prospectus Company, Hovnanian and Wilmington Trust Company, as purchase contract agent (the “Purchase Contract Agent”) and as Trustee (as defined below) (the “Offering”). Each Unit consists , a number of one shares of Class A ordinary share common stock of the Company, par value $0.0001 0.01 per share (the “Ordinary ShareCommon Stock”), determined pursuant to the terms of the Purchase Contract and one-half the Purchase Contract Agreement and (2) a senior subordinated amortizing note with a final installment payment date of one redeemable warrantFebruary 15, 2014 (each, an “Amortizing Note”) issued by Hovnanian and to be guaranteed (collectively, the “Guarantees”) by the Company and the subsidiary guarantors listed on Schedule B hereto (together with the Company, the “Guarantors”), each whole warrant entitling of which will have an initial principal amount of $4.526049 and will pay equal quarterly cash installments of $0.453125, which in the holder thereof aggregate would be equivalent to purchase one Ordinary Share 12.072% per year on the Stated Amount per Security. All references herein to the Securities include references to the Purchase Contracts and Amortizing Notes, comprising the Units, unless the context otherwise requires. The Amortizing Notes will be issued pursuant to an indenture, dated as of the Closing Date (the “Public WarrantsBase Indenture”), among Hovnanian, the Company, as Guarantor, and Wilmington Trust Company, as Trustee (the “Trustee”), as supplemented by that certain supplemental indenture, among Hovnanian, the Guarantors and the Trustee, dated as of the Closing Date (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Ordinary Shares Units and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants Purchase Contracts will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereofPurchase Contract Agreement. As used hereinThis Agreement, the term Securities, the Purchase Contract Agreement, the Base Indenture and the Supplemental Indenture are referred to herein collectively as the “Business CombinationSecurities Documents.” (Each of the Company, Hovnanian and each Guarantor hereby agrees with the several Underwriters as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Tekkorp Digital Ark Global Acquisition Corp., a Cayman Islands exempted company Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 30,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 30,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 4,500,000 Units as provided in Section 2. The additional 3,750,000 4,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative a Representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (( “Ordinary ShareClass A Common Stock”), and one-half quarter of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share share of Class A Common Stock (the “Public WarrantsWarrant(s)”). The Ordinary Shares shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus orProspectus, or if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share share of Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationliquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole Public Warrant warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Tekkorp Digital Acquisition Corp.Charm Communications Inc., a an exempted company with limited liability incorporated under the laws of the Cayman Islands exempted company (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to agrees with the several underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the Underwriters 7,812,500 American Depositary Shares (the “ADSs”), representing 15,625,000 Class A ordinary shares, par value US$0.0001 per share (the “Class A Ordinary Shares”), of the Company. The aggregate of 7,812,500 ADSs representing 15,625,000 Class A Ordinary Shares to be sold by the Company is herein called the “Firm Securities”. The shareholder of the Company named in Schedule B hereto (the “Selling Shareholder”) also proposes to sell, severally, to the Underwriters, at the option of the Underwriters, an aggregate of 25,000,000 units of the Company not more than 1,171,875 additional ADSs representing 2,343,750 Class A Ordinary Shares (the “UnitsOptional Securities”). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. The Class A Ordinary Shares represented by the Firm Securities are herein called the “Firm Shares” and the Class A Ordinary Shares represented by the Optional Securities are herein called the “Optional Shares”, and the Firm Shares and the Optional Shares are herein collectively called the “Offered Shares”. The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), including 2,000,000 Units that may to be purchased in dated as of [Ÿ], 2010, among the Offering Company, JPMorgan Chase Bank, N.A., as depositary (as defined belowthe “Depositary”), and holders and beneficial owners from time to time of the American Depositary Receipts (the “ADRs”) issued by ▇the Depositary and evidencing the ADSs. As part of the offering contemplated by this Agreement, ▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ & Co (the “▇▇▇▇▇▇ UnitsDesignated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 390,625 ADSs, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, the “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The 25,000,000 Units Firm Securities to be sold by the Company are called Designated Underwriter pursuant to the Directed Share Program (the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to Directed ADSs”) will be sold by the Company Designated Underwriter pursuant to such option are collectively called this Agreement at the initial public offering price, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “yourFINRA”) has agreed to act as representative and all other applicable laws, rules and regulations. Any Directed ADSs not subscribed for by the end of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale business day on which this Agreement is executed will be offered to the public by the Underwriters as contemplated set forth in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesFinal Prospectus.

Introductory. Tekkorp Digital Disruptive Acquisition Corp.Corporation I, a Cayman Islands exempted company (the “Company”), proposesagrees with the several underwriters named in Schedule I hereto (collectively, upon the terms “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and conditions sell to the Underwriters 25,000,000 units of the Company (said units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,750,000 additional units of the Company to cover over-allotments, if any (the “Optional Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”). As part of the offering contemplated by this Agreement, to issue and sell to the several underwriters named in Schedule A Credit Suisse Securities (USA) LLC (the “UnderwritersDesignated Underwriter”) has agreed to reserve out of the Offered Securities purchased by it under this Agreement, up to 2,500,000 Units, for sale to the officers and directors of the Company, certain business associates and employees of Disruptive Technology Advisers LLC, an aggregate affiliate of 25,000,000 units Disruptive Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), members of their families and certain other individuals associated with the Company (collectively, “Participants”), as set forth in the Statutory Prospectus and the Prospectus under the heading “Underwriting” (the “Directed Unit Program”). The Directed Unit Program shall be administered by Fidelity Capital Markets (the “Directed Unit Provider”), a division of National Financial Services LLC. The Offered Securities to be sold by the Designated Underwriter pursuant to the Directed Unit Program at the direction of the Company (the “Directed Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to will be sold by the Company are called Designated Underwriter pursuant to this Agreement at the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 public offering price. Any Directed Units as provided in Section 2. The additional 3,750,000 Units to be sold not subscribed for by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative end of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale Business Day on which this Agreement is executed will be offered to the public by the Underwriters as contemplated set forth in the IPO Prospectus (as defined below) Prospectus. Each unit (the “OfferingUnit(s)”). Each Unit ) consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (the “Ordinary ShareShares”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Ordinary Share (the “Public WarrantsWarrant(s)”). The Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (or, if such date is not a business day, the following business day day) (unless the Representative informs the Company of its decision to allow earlier separate trading) (the “Detachment Date”), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) if the Detachment Date is earlier than the 52nd day following the date of the Prospectus, the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for at a price of $11.50 per share share, subject to adjustment, during the period commencing on the later of 30 thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) or 12 and twelve (12) months from the date of the closing consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidationLiquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for fractional shares, so that only a whole Public Warrant Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of [●], 2021, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of [●], 2021, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 30, 2020 (the “Founder’s Purchase Agreement”), with DTA Master, LLC, a Delaware limited liability company (the “Purchaser”), pursuant to which the Purchaser purchased an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), for an aggregate purchase price of $25,000. Subsequently, the Purchaser entered into a Securities Assignment Agreement, dated as of December 30, 2020 (the “Founder’s Assignment Agreement”), with the Sponsor and the Company, pursuant to which Purchaser sold, assigned and transferred the Founder Shares to the Sponsor, for an aggregate purchase price of $25,000. Up to 937,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of [●], 2021, with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement (the “Warrant Subscription Agreement”), pursuant to which the Sponsor agreed to purchase an aggregate of 4,666,667 warrants (or 5,166,667 warrants if the Optional Securities are issued and sold in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of [●], 2021, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated [●], 2021, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated [●], 2021, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to the Sponsor or an affiliate of the Sponsor up to $15,000 for certain office space, utilities, secretarial and administrative support services provided to members of the Company’s management team and other expenses and obligations of the Sponsor.

Introductory. Tekkorp Digital Acquisition Corp.Key Energy Services, Inc., a Cayman Islands exempted company Maryland corporation (the “Company”), proposesagrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”), upon for whom you are acting as representative (the terms and conditions set forth in this agreement (this “AgreementRepresentative”), to issue and sell to the several underwriters named in Schedule A Purchasers $200,000,000 principal amount of its 6.750% Senior Notes due 2021 (the “UnderwritersNotes”) an aggregate under the indenture, dated as of 25,000,000 units of March 4, 2011, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “UnitsBase Indenture”), including 2,000,000 Units that may as supplemented by a supplemental indenture, dated as of March 4, 2011, and as amended as of the Closing Date, among the Company, the guarantors named in Annex I hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee. The Notes will be purchased fully and unconditionally guaranteed as to the payment of principal, premium, if any, and interest, jointly and severally, by each of the Guarantors (such guarantees, the “Guarantees” and, together with the Notes, the “Offered Securities”)). The Company has previously issued $475,000,000 in aggregate principal amount of its 6.750% Senior Notes due 2021 (the “Existing Notes”) under the Indenture as it existed on March 4, 2011. The Notes constitute “Additional Notes” (as such term is defined in the Offering Indenture) under the Indenture. Except as otherwise disclosed in the General Disclosure Package (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (and the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Public Warrants”). The Ordinary Shares and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Final Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement Memorandum (as defined below), only the Notes will have terms identical to the Existing Notes and will be treated as a whole Public Warrant may single series of debt securities for all purposes under the Indenture. The holders of the Offered Securities will be exercised at any given time by entitled to the benefits of a holder thereof. As used hereinRegistration Rights Agreement dated as of the Closing Date among the Company, the term Guarantors and the Purchasers (the “Business Combination” (as described more fully in Registration Rights Agreement”), pursuant to which the Registration Statement (as defined below)) shall mean Company and the Guarantors agree to file a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination registration statement with one or more businessesthe Commission registering the exchange of the Offered Securities and the related Guarantees under the Securities Act.

Introductory. Tekkorp Digital Trepont Acquisition Corp.Corp I, a Cayman Islands exempted company (the “Company”), proposesagrees with the several Underwriters named in Schedule I hereto (collectively, upon the terms “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and conditions sell to the several Underwriters 20,000,000 units of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional units of the Company to cover over-allotments (the “Option Securities”) as set forth below. The Underwritten Securities and the Option Securities are herein collectively called the “Securities”. To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A . Each unit (the a “UnderwritersUnit”) an aggregate of 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (the “Ordinary ShareShares”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder thereof to purchase one Ordinary Share (the “Public WarrantsWarrant(s)”). The Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for at a price of $11.50 per share during the period commencing on the later of 30 thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) or 12 and twelve (12) months from the date of the closing consummation of the Offering and terminating at 5:00 p.m. New York City time on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole Public Warrant warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with Continental Stock Transfer & Trust Company, as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account at ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Underwritten Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof with respect to the Warrants and the Private Placement Warrants with Continental Stock Transfer & Trust Company, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which Continental Stock Transfer & Trust Company will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of September 28, 2020 (the “Founder’s Purchase Agreement”), with Trepont Acquisition I, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 750,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 warrants (or up to 8,900,000 warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of December 1, 2020, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered a letter agreement, dated as of December 1, 2020, by and among the Sponsor and each of the Company’s officers, directors and director nominees in the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay the Sponsor (or an affiliate thereof) up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to management of the Company.

Introductory. Tekkorp Digital Tiga Acquisition Corp.Corp. III, a Cayman Islands exempted company (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A I hereto (collectively, the “Underwriters”) ), for whom you are acting as representatives (the “Representatives”), an aggregate of 25,000,000 30,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in ) of the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”)Company. The 25,000,000 respective amounts of Units to be sold so purchased by the Company several Underwriters are called set forth opposite their names on Schedule I hereto and are referred to the “Firm Securities.” In addition, the The Company has granted also proposes to grant to the Underwriters an the option to purchase up to an 4,500,000 additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called (the “Optional Securities.” ”) as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “OfferingAgreement”). Each Unit consists of one of the Company’s Class A ordinary share of the Companyshares, par value $0.0001 per share (the “Ordinary ShareShares”), and one-half quarter of one redeemable warrant, each warrant (the “Warrants”). Each whole warrant entitling Warrant entitles the holder thereof of such Warrant to purchase one Ordinary Share (from the “Public Warrants”)Company at a price of $11.50, subject to adjustment, per Ordinary Share. The Ordinary Shares and Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus Prospectus, or, if such date is not a business dayBusiness Day, the following business day (Business Day, unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to and provided: (a) the Company’s preparation of Company has provided an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and Units, only whole Public Warrants will tradetrade and pursuant to the Warrant Agreement (as defined below), only a whole Warrant may be exercised. Each whole Public Warrant entitles its holder, upon exercise, to purchase one Ordinary Share for $11.50 per share The Warrants shall become exercisable during the period commencing on the later of 30 of: (i) thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) or 12 and (ii) twelve (12) months from the date of the closing consummation of the Offering Offering, and terminating such Warrants will expire on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereofLiquidation. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company.