Exhibit 10.2

   

  [       ], 2021

   

  Sparta Healthcare Acquisition Corp.

  2537 Research Blvd., Suite 201

  Fort Collins, CO 80526

   

  Kingswood Capital Markets

  Division of Benchmark Investments, Inc.

  17 Battery Pl. Suite 625

  New York, NY 10004

   

  Re: Initial Public Offering

   

  Ladies and Gentlemen:

   

  This letter (this “Letter Agreement”) is being delivered to you in accordance with the
      Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Sparta Healthcare Acquisition Corp., a Delaware corporation (the “Company”) and Kingswood Capital Markets, division of Benchmark Investments, Inc., as
      representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units
      that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant (each, a “Warrant”),
      with each whole Warrant entitling its holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and
      prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Units have been approved to be listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in
      paragraph 11 hereof.

   

  In order to induce the Company and the Underwriters to enter into the Underwriting
      Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sparta Management LLC (the “Sponsor”) and each of the undersigned individuals, each of whom
      is a member of the Company’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”), hereby agrees with the Company as follows:

   

  1.         The Sponsor and each Insider agrees that
      if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed
      Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval. If the Company engages in a tender offer in connection with any proposed Business Combination, each Insider
      agrees that it, he or she will not seek to sell its, his or her shares of Common Stock to the Company in connection with such tender offer.

   

  
     

    
      
 

  

  
   

   

  2.         The Sponsor and each Insider hereby agrees
      that in the event that the Company fails to consummate a Business Combination within 12 months (or up to 18 months from the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination, as described in
      more detail in the Prospectus) from the closing of the Public Offering or such later period approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation, the Sponsor and each Insider shall
      take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor,
      redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the
      funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely
      extinguish all Public Stockholders’ rights as stockholders of the Company (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
      subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other
      requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment to the Company’s amended and restated certificate of incorporation that would modify (i) the substance or timing of the Company’s obligation to redeem
      100% of the Offering Shares if the Company does not complete a Business Combination within 12 months (or up to 18 months from the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination, as
      described in more detail in the Prospectus) from the closing of the Public Offering or (ii) the other provisions relating to stockholders’ rights or pre-initial business combination activities, unless the Company provides its Public Stockholders with
      the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of amounts
      released for payment of taxes) divided by the number of then outstanding Offering Shares. The Sponsor and each Insider agree to waive its redemption rights with respect to shares of Capital Stock owned by it in connection with a stockholder vote to
      approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
      within 12 months from the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination, as described in more detail in the Prospectus) or (B)
      with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity.

   

  Each of the Sponsor and each Insider acknowledges that it, he or she has no right, title,
      interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and each Insider hereby
      further waives, with respect to any shares of Common Stock held by it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business Combination, including, without limitation, any such rights
      available in the context of a stockholder vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall
      be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within 12 months from the date of the closing of the Public Offering (or up to 18 months
      from the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination, as described in more detail in the Prospectus)).

   

  
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  3.         In the event of the liquidation of the
      Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other stockholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and
      expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company
      may become subject as a result of any claim by (i) any third party (other than the Company’s independent accountants) for services rendered or products sold to the Company or (ii) a prospective target business with which the Company has entered into
      a letter of intent, confidentiality or other similar agreement for a Business Combination (a “Target”); provided, however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by
      a third party for services rendered (other than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.20 per share of the Offering Shares or
      (ii) such lesser amount per share of the Offering Shares held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest earned on the
      property in the Trust Account which may be withdrawn to pay taxes, except as to any claims by a third party (including a Target) who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the
      Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be
      responsible to the extent of any liability for such third party claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt
      of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.

   

  4.         To the extent that the Underwriters do not
      exercise their over-allotment option to purchase up to an additional 1,500,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in
      the aggregate equal to the product of 375,000 multiplied by a fraction, (i) the numerator of which is 1,500,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of
      which is 1,500,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding
      shares of Capital Stock after the Public Offering.

   

  5.         Each Insider who is an officer of the
      Company hereby agrees not become an officer or director of, any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, unless the Company has failed to complete a
      Business Combination within 12 months after the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination, as described in more detail in
      the Prospectus). Such restriction does not preclude any position as an officer or director of another special purpose acquisition company held on the date hereof. For the avoidance of doubt, each Insider who is an officer of the Company is allowed to
      become an officer or director of another special purpose acquisition company upon the Company entering into a definitive agreement with respect to a Business Combination.

   

  
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  6.          The Sponsor and each Insider hereby
      agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6, 7(a), 7(b), and 9 of this Letter
      Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such
      breach.

   

  7.         (a)             The Sponsor and each
      Insider agrees that it or he shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof) until the earlier of (A) one-year anniversary of the date of the Company’s initial Business Combination or (B) subsequent
      to the Company’s initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to
      exchange their shares of Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, the Founder Shares will be released from this restriction if (1) the last reported sale price of the
      Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalization, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30 trading day period commencing at
      least 150 days after the Company’s initial Business Combination, or (2) if the Company completes a transaction after its initial Business Combination which results in all of its stockholders having the right to exchange their shares for cash,
      securities or other property.

   

  (b)        The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants or any warrants issued in consideration of certain working capital loans that may be made by
      the Sponsor or the Insiders (the “Working Capital Warrants”) (or shares of Common Stock issued or issuable upon the exercise of such warrants) until 30 days after the completion of a Business Combination (the “Warrant Lock-up Period”, together with
      the Founder Shares Lock-up Period, the “Lock-up Periods”).

   

  (c)        Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants, Working Capital Warrants and shares of Common Stock issued or
      issuable upon the exercise or conversion of such warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (a) to the Company’s
      officers or directors, any affiliates or family members of any of the Company’s officers or directors, any affiliates of the Sponsor, any members of our Sponsor, or any of its affiliates, officers, directors, direct and indirect equityholders; (b) in
      the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the
      case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers by private sales or transfers
      made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (f) transfers in the event of the Company’s liquidation prior to the completion of an initial
      Business Combination; and (g) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (a) through (e) or (g), these
      permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.

   

  
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  8.         Each of the Sponsor and the Insiders
      represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each
      Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insider’s background. The
      Sponsor and each Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any
      injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i)
      involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding. The Company
      represents and warrants that, to its knowledge, (i) none of its advisors has been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied,
      suspended or revoked, (ii) each advisor’s biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to
      such advisor’s background and each advisor’s questionnaire furnished to the Company is true and accurate in all respects, (iii) none of its advisors is subject to or a respondent in any legal action for, any injunction, cease-and-desist order or
      order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; and (iii) none of its advisors has been convicted of, or pleaded guilty to, any crime (x) involving fraud, (y) relating to
      any financial transaction or handling of funds of another person, or (z) pertaining to any dealings in any securities and none of its advisors is currently a defendant in any such criminal proceeding.

   

  9.         Except as disclosed in the Prospectus and
      cash or other compensation to the Company’s officers or advisors to be engaged subsequent to the consummation of the Public Offering (which will be disclosed in the Company’s other filings with the Securities and Exchange Commission), neither the
      Sponsor nor any individual who is an officer, director or advisor of the Company as of the date hereof nor any affiliate thereof shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a
      loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following, none
      of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances up to an aggregate of $300,000 made to the Company by Sparta Management LLC; reimbursement
      for any out-of-pocket expenses related to identifying, investigating and consummating an initial Business Combination; payment to the Sponsor or its affiliate of $10,000 per month, for up to $180,000 in the aggregate, for office space, utilities and
      secretarial and administrative support; and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or any of the Company’s officers or directors to finance transaction costs in
      connection with an intended initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay such
      loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Additionally, up to $500,000 (or $575,000 if the underwriters’ over-allotment option is exercised in full) may be loaned by the Sponsor to fund each time for up
      to two three-month extensions on the period of time in which the Company has to consummate a Business Combination.

   

  
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  10.       Each of the Sponsor and each Insider has
      full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as
      applicable, to serve as an officer and/or a director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or a director of the Company.

   

  11.       As used herein, (i) “Business Combination”
      shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital Stock” shall mean, collectively, the Class A Common Stock
      and the Founder Shares; (iii) “Founder Shares” shall mean the 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share, initially held by the Sponsor (up to 375,000 Shares of which are subject to complete or partial
      forfeiture by the Sponsor if the over-allotment option is not exercised in full by the Underwriters) or the Class A Common Stock issuable upon conversion of the Class B Common Stock; (iv) “Initial Stockholders” shall mean the Sponsor and any other
      holder of Founder Shares immediately prior to the Public Offering; (v) “Private Placement Warrants” shall mean the warrants to purchase up to 4,750,000 shares of Class A Common Stock of the Company (or 5,200,000 shares of Class A Common Stock if the
      over-allotment option is exercised in full) that the Sponsor have agreed to purchase for an aggregate purchase price of $4,750,000 in the aggregate (or $5,200,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private
      placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a
      portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge,
      grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the
      meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in
      whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction
      specified in clause (a) or (b).

   

  
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  12.       This Letter Agreement constitutes the
      entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any
      way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written
      instrument executed by all parties hereto.

   

  13.        No party hereto may assign either this
      Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer
      or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.

   

  14.        Nothing in this Letter Agreement shall be
      construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All
      covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted
      transferees.

   

  15.        This Letter Agreement may be executed in
      any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

   

  16.        This Letter Agreement shall be deemed
      severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or
      unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

   

  17.        This Letter Agreement shall be governed by
      and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all
      agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction
      and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.

   

  
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  18.        Any notice, consent or request to be given
      in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile
      transmission.

   

  19.        This Letter Agreement shall terminate on
      the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by July 31,
      2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.

   

  
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  	 	Sincerely,
	 	 
	 	Sparta Healthcare Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name: Michael Handley
	 	 	Title: President and Chief Executive Officer
	 	 	 
	 	By:	 
	 	 	Name: Sparta Management LLC
	 	 	By: Michael Handley, Manager
	 	 	 
	 	By:	 
	 	 	Name: Dave Gaucher
	 	 	 
	 	By:	 
	 	 	Name: Philip Gaucher
	 	 	 
	 	By:	 
	 	 	Name: Nicholas H. Hemmerly
	 	 	 
	 	By:	 
	 	 	Name: Cozette M. McAvoy
	 	 	 
	 	By:	 
	 	 	Name: Terry P. Opgenorth
	 	 	 
	 	By:	 
	 	 	Name: Laura Anthony
	 	 	 
	 	By:	 
	 	 	Name: Randy Saluck


  

    

  [Signature Page to Letter Agreement]

   

   

   

  

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