REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 24th, 2021 • Tekkorp Digital Acquisition Corp. II • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021 is made and entered into by and among Tekkorp Digital Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Tekkorp JEMB II LLC, a Cayman Islands limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
TEKKORP DIGITAL ACQUISITION CORP. II Las Vegas, Nevada 89135Tekkorp Digital Acquisition Corp. II • February 24th, 2021 • New York
Tekkorp Digital Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Tekkorp JEMB II LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 4,312,500 Class B ordinary shares (the “Shares”), U.S.$0.0001 par value per share, of the Company (the “Class B Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, U.S.$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise re
INDEMNITY AGREEMENTIndemnity Agreement • February 24th, 2021 • Tekkorp Digital Acquisition Corp. II • Delaware
NOW, THEREFORE, in consideration of the promises and the covenants contained herein and subject to the provisions of the Letter Agreement dated as of [●], 2021 among the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement dated as of [●], 2021 between the Company and the representative of the several Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT TEKKORP DIGITAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • March 19th, 2021 • Tekkorp Digital Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Tekkorp Digital Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 24th, 2021 • Tekkorp Digital Acquisition Corp. II • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Tekkorp Digital Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
15,000,000 Units Tekkorp Digital Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • February 24th, 2021 • Tekkorp Digital Acquisition Corp. II • New York
Introductory. Tekkorp Digital Acquisition Corp. II, 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 15,000,000 units of the Company (the “Units”). The 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 2,250,000 Units as provided in Section 2. The additional 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.” Jefferies LLC (“Jefferies,” “you” or “your”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connec
Tekkorp Digital Acquisition Corp. IILetter Agreement • February 24th, 2021 • Tekkorp Digital Acquisition Corp. II
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Tekkorp Digital Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Jefferies LLC, as the representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (“Units”) (including up to 2,250,000 Units that may be purchased to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registratio
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 24th, 2021 • Tekkorp Digital Acquisition Corp. II • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Tekkorp Digital Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Tekkorp JEMB II LLC, a Cayman Islands limited liability company (the “Purchaser”).
Tekkorp Digital Acquisition Corp. II 1980 Festival Plaza Drive, Ste. #300 Las Vegas, Nevada 89135Administrative Services Agreement • February 24th, 2021 • Tekkorp Digital Acquisition Corp. II • New York
