Exhibit 10.3


 





INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of [       ], 2021 by and between Data Knights
Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC,
a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-254029 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s
Class A common stock, par value $0.0001 per share (the “Common Stock”) and one redeemable warrant, with each warrant
entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter referred to as the “Offering”),
has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Kingswood Capital Markets,
division of Benchmark Investments, Inc., as representative (the “Representative”) of the several underwriters (the
 “Underwriters”); and


 


WHEREAS, as described in
the Prospectus, $102,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting
Agreement) (or $117,300,000 if the Underwriters’ over-allotment option is exercised in full), plus any amounts to be deposited
in connection with an “extension (as defined below), will be delivered to the Trustee to be deposited and held in a segregated
trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders
of the Common Stock included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and
any interest subsequently earned thereon) is referred to herein as the “Property,” the stockholders for whose benefit the
Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders and the Company
will be referred to together as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $3,500,000, or $4,025,000 if the Underwriters’
over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable
by the Company to the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below)
(the “Deferred Discount”); and


 





WHEREAS, if a Business Combination
is not consummated within the initial 12-month period following the closing of the Offering, the Company may extend such period by two
three-month periods (each, an “Extension”), up to a maximum of 18 months in the aggregate, by depositing $1,000,000 (or $1,150,000
if the Underwriters’ over-allotment option is exercised in full, or in any case, $0.10 per Unit) per Extension into the Trust Account
no later than the 12-month anniversary of the Offering for the first Extension and the 15-month anniversary of the Offering for the second
Extension (each, an “Applicable Deadline”), as applicable, in exchange for which they will receive promissory notes; and




 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


1.           
Agreements and Covenants of Trustee. The
Trustee hereby agrees and covenants to:


 


(a)            
Hold the Property in trust for the Beneficiaries
in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at J.P. Morgan
Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b)            
Manage, supervise and administer the Trust Account
subject to the terms and conditions set forth herein;


 


(c)            
In a timely manner, upon the written instruction
of the Company, invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the
conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940,
as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company;
the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest
while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or
other consideration;





     


     

    



(d)            
Collect and receive, when due, all interest or
other income arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e)            
Promptly notify the Company and the Representative
of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f)             
Supply any necessary information or documents
as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns
relating to assets held in the Trust Account;


 


(g)            
Participate in any plan or proceeding for protecting
or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h)            
Render to the Company monthly written statements
of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i)       Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, Secretary
or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the
case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute
the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, only as directed in the
Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (i) 12 months after
the closing of the offering (or up to 18 months after the closing of the offering if the Company extends the period of time to consummate
a Business Combination as described in more detail in the Prospectus) or (ii) such later date as may be approved by the Company’s
stockholders in accordance with the Company’s amended and restated certificate of incorporation, if a Termination Letter has not
been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures
set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously
released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses)
shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives
a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because
it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep
the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;


 


(j)             
Upon written request from the Company, which
may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, withdraw from the Trust Account
and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation
owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall
be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward
such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust
Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by
the Company in writing to make such distribution so long as there is no reduction in the principal amount initially deposited
in the Trust Account; provided, further, that if the tax to be paid is a franchise tax, the written request by the Company to
make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Delaware for the Company and
a written statement from the principal financial officer of the Company setting forth the actual amount payable. The written request
of the Company in the form of Exhibit C referenced above shall constitute presumptive evidence that the Company is entitled to
said funds, and the Trustee shall have no responsibility to look beyond said request (it being acknowledged and agreed that any
such amount in excess of interest income earned on the Property shall not be payable from the Trust Account);





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(k)       Upon
receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least five business
days prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified
in the Extension Letter on or prior to the Applicable Deadline, the Trustee shall follow the instructions set forth in the Extension Letter.

 


(l)       Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit E,
the Trustee shall distribute to the Public Stockholders of record as of such date the amount requested by the Company to be used to redeem
shares of Common Stock from Public Stockholders properly submitted 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 shares of Common Stock included in the Units sold in the Offering if the Company has not consummated an initial
Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation or (b) with
respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity. The written request
of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the
Trustee shall have no responsibility to look beyond said request; and


 


(m)       Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (l) above.


 


2.           
Agreements and Covenants of the Company.
The Company hereby agrees and covenants to:


 


(a)       Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief
Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(l) hereof, the
Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it,
in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;


 


(b)           
Subject to Section 4 hereof, hold the Trustee
harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements,
or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit
or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way
arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the
Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly
after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection
of counsel, which consent shall not be unreasonably withheld or delayed. The Trustee may not agree to settle any Indemnified Claim
without the prior written consent of the Company, which such consent shall not be unreasonably withheld or delayed. The Company
may participate in such action with its own counsel;


 


(c)            
Pay the Trustee the fees set forth on Schedule
A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject
to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees
unless and until the consummation of the Business Combination (as defined below). The Company shall pay the Trustee the initial
acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall refund to the Company
the monthly fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall
not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may
be provided in Section 2(b) hereof;


 


(d)            
In connection with any vote of the Company’s
stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee
an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders
regarding such Business Combination;


 


(e)            
Provide the Representative with a copy of any
Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from
the Trust Account promptly after it issues the same;





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(f)            
Instruct the Trustee to make only those distributions
that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted
under this Agreement;


 


(g)       Within
four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be
less than $3,500,000;


 


(h)       Promptly
following an Applicable Deadline, disclose whether or not the term the Company has to consummate a Business Combination has been extended;
and


 


(i)       Unless
otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered
in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly
to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the
Trust Account to the Company or any other person.


 


3.           
Limitations of Liability. The Trustee
shall have no responsibility or liability to:


 


(a)            
Imply obligations, perform duties, inquire or
otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set
forth herein;


 


(b)            
Take any action with respect to the Property,
other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising
out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)            
Institute any proceeding for the collection of
any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the
Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company
shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)            
Refund any depreciation in principal of any Property;


 


(e)            
Assume that the authority of any person designated
by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless
the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)             
The other parties hereto or to anyone else for
any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s
reasonable best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel
chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document
(not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to
be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless
it shall give its prior written consent thereto;


 


(g)            
Verify the accuracy of the information contained
in the Registration Statement;


 


(h)            
Provide any assurance that any Business Combination
entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(i)             
File information returns with respect to the
Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting
the taxes payable by the Company, if any, relating to any interest income earned on the Property;





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(j)             
Prepare, execute and file tax reports, income
or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account,
regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income
tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)       Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) and
1(l) hereof.


 


4.           
Trust Account Waiver. The Trustee has
no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust
Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future.
In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section
2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account
and not against the Property or any monies in the Trust Account.


 


5.           
Termination. This Agreement shall terminate
as follows:


 


(a)            
If the Trustee gives written notice to the Company
that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending
which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee
that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall
transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of
the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in
the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from
the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with
the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever; or


 


(b)            
At such time that the Trustee has completed the
liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed
the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to
Section 2(b).


 


6.           
Miscellaneous.


 


(a)            
The Company and the Trustee each acknowledge
that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account.
The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of
the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or
expense resulting from any error in the information or transmission of the funds.


 


(b)            
This 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. This Agreement may be executed in several original
or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c)            
This Agreement contains the entire agreement
and understanding of the parties hereto with respect to the subject matter hereof. This Agreement or any provision hereof may
only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties
hereto.





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(d)            
This Agreement or any provision hereof may only
be changed, amended or modified pursuant to Section 6(c) hereof with the Consent of the Stockholders, it being the specific intention
of the parties hereto that each of the Company’s stockholders is, and shall be, a third party beneficiary of this Section
6(d) with the same right and power to enforce this Section 6(d) as the other parties hereto. For purposes of this Section 6(d),
the “Consent of the Stockholders” means receipt by the Trustee of a certificate from the inspector of elections of
the stockholder meeting certifying that either (i) the Company’s stockholders of record as of a record date established
in accordance with Section 213(a) of the Delaware General Corporation Law, as amended (“DGCL”) (or any successor rule),
who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value
$0.0001 per share, of the Company voting together as a single class, have voted in favor of such change, amendment or modification,
or (ii) the Company’s stockholders of record as of the record date who hold sixty-five percent (65%) or more of all then
outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as
a single class, have delivered to such entity a signed writing approving such change, amendment or modification. No such amendment
will affect any Public Stockholder who has otherwise indicated his election to redeem his shares of Common Stock in connection
with a stockholder vote sought to amend this Agreement. Except for any liability arising out of the Trustee’s gross negligence,
fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced
above and shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon.


 


(e)            
The parties hereto consent to the jurisdiction
and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes
hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO
TRIAL BY JURY.


 


(f)           
Any notice, consent or request to be given in
connection with any of the terms or provisions of this 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 by facsimile or email transmission:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company 


1
State Street, 30th Floor 


New
York, NY 10004


Attn:
Francis Wolf and Celeste Gonzalez 


Email:
fwolf@continentalstock.com 


Email:
cgonzalez@continentalstock.com


 


if
to the Company, to:


 


Data
Knights Acquisition Corp. 


Trident
Court, 1 Oakcroft Road 


Chessington
Surrey KT9 1BD 


United
Kingdom 


Telephone
011-44-208-090-2009 


Attn.:
Barry Anderson, Chief Executive Officer


 


in
each case, with copies to:


 


Nelson
Mullins Riley & Scarborough LLP 


101
Constitution Ave., N.W., Suite 900 


Washington,
D.C. 20001 


Attn.:
Andrew M. Tucker, Esq. 


Telephone
No.: (202) 689-2800 


Email:
andy.tucker@nelsonmullins.com





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and


 


Kingswood
Capital Markets, division of Benchmark Investments, Inc. 


17
Battery Place, Suite 625 


New
York, NY 10004 


Attn.:
Legal Department


 


and


 


Loeb
 & Loeb LLP 


345
Park Avenue 


New
York, New York 10154 


Attention:
Mitchell S. Nussbaum, Esq. 


Telephone No.: (212) 407-4000 


Email:
mnussbaum@loeb.com


 


(g)            
Each of the Company and the Trustee hereby represents
that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(h)           
This Agreement is the joint product of the Trustee
and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties
and shall not be construed for or against any party hereto.


 


(i)             
This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and
the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute
valid and sufficient delivery thereof.


 


(j)             
Each of the Company and the Trustee hereby acknowledges
and agrees that the Representative, on behalf of the Underwriters, is a third party beneficiary of this Agreement.


 


(k)            
Except as specified herein, no party to this
Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature
Page Follows]






    7 


     

    

IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 





	 	Continental Stock Transfer & Trust Company, as Trustee
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	Data Knights Acquisition Corp.
	 	 	 
	 	By:	 
	 	Name: Barry Anderson
	 	Title: Chief Executive Officer



 


Signature
Page to Investment

 Management Trust Agreement





     


     

    

SCHEDULE
A


 


	Fee
    Item	 	Time
    and method of payment	 	Amount	 
	Initial
    set-up fee.	 	Initial
    closing of Offering by wire transfer.	 	$	3,500.00	 
	 	 	 	 	 	 	 
	Trustee
    administration fee	 	Payable
    annually. First year fee payable at initial closing of Offering by wire transfer thereafter by wire transfer or check.	 	$	10,000.00	 
	 	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Sections
1(i), 1(j) and 1(l)
	 	Billed
    to Company following disbursement made to Company under Section 1	 	$	250.00

                                         per item presented	 
	 	 	 	 	 	 	 
	Paying Agent services as required pursuant to Section 1(i) and
1(l)
	 	Billed to Company upon delivery of service pursuant to Section 1(i) and
1(l)
	 	 	Prevailing
                                         rates	 





     


     

    

EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company 


1
State Street, 30th Floor 


New
York, New York 10004 


Attn:
Francis Wolf and Celeste Gonzalez 


 


Re:
Trust Account No. Termination Letter


 


Dear
[   ]:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Data Knights Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of                   , 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with [insert name] (the “Target Business”) to
consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The
Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination
(or such shorter time period as you may agree) (the “Consummation Date”). Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust
Account and to transfer the proceeds into a segregated account held by you on behalf of the Beneficiaries to the effect that,
on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account
or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf
of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit
in the trust operating account at J.P. Morgan Chase Bank, N.A., awaiting distribution, the Company will not earn any interest
or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has
been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the
 “Notification”) and (ii) the Company shall deliver to you a certification by the Chief Executive Officer of the vote
with an affidavit which verifies that the Business Combination has been approved by a vote of the Company’s stockholders,
if a vote is held and (b) a written instruction signed by the Company and the Representative with respect to the transfer of the
funds held in the Trust Account, including payment of the Deferred Discount to the Representative from the Trust Account (the
 “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately
upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the
event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will
notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust
Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments
necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement
shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust
Agreement on the business day immediately following the Consummation Date as set forth in such written instruction as soon thereafter
as possible.





     


     

    






	 	Very truly yours,
	 	 
	 	Data Knights Acquisition Corp.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:








  


Kingswood
Capital Markets, division of Benchmark Investments, Inc. 





	 	 	 
	By:	 	 
	Name:	 
	Title:	 


 







     


     

    

EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company 


1
State Street, 30th Floor 


New
York, New York 10004 


Attn:
Francis Wolf and Celeste Gonzalez 


 


Re:
Trust Account No. Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Data Knights Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business within the time
frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s
Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account
and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution
to the Public Stockholders. The Company has selected [              ](1) as the effective date for the purpose of determining when the Public
Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and,
in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders
in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating
the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in
Section 1(i) of the Trust Agreement.


 


(1) 12 months from the closing of the Offering
(or up to 18 months after the closing of the offering if we extend the period of time to consummate a business combination as described
in more detail in the Prospectus) or at a later date, if extended.


 





	 	Very truly yours,
	 	 
	 	Data Knights Acquisition Corp.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:








     


     

    

EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company 


1
State Street, 30th Floor 


New
York, New York 10004 


Attn:
Francis Wolf and Celeste Gonzalez 


 


Re:
Trust Account No. Tax Payment Withdrawal Instruction 


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Data Knights Acquisition Corp. (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 Company $                of the 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.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance
with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly
upon your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 





	 	Very truly yours,
	 	 
	 	Data Knights Acquisition Corp.
	 	 	 
	 	By:	 
	 	Name:
	 	Title:



     


     

    

EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No.  Extension Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of the
Investment Management Trust Agreement between Data Knights Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company, LLC, dated as of [  ], 2021 (“Trust Agreement”), this is to advise you that
the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an
additional three (3) months, from _________ to _________ (the
 “Extension”).


 


This Extension Letter shall serve as the notice required with respect
to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed
to them in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby authorize
you to deposit [$1,000,000] [(or $1,150,000 if the underwriters’ over-allotment option was exercised in full, or in any case, $0.10
per Unit)], which will be wired to you, into the Trust Account investments upon receipt.


 


This is the ___ of up to two Extension
Letters.




 





	 	Very truly yours,
	 	 
	 	Data Knights Acquisition Corp.
	 		
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 






    


     


    




 


EXHIBIT E


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez:


 


Re: Trust Account No.  Stockholder Redemption
Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez


 


Pursuant to Section 1(l) of the Investment
Management Trust Agreement between Data Knights Acquisition Corp. (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 Stockholders of the Company $ of the principal and interest income earned on the Property as of the date
hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its Public
Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote
to approve an amendment to the Company’s amended and restated certificate of incorporation that would affect the substance or timing
of the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business
Combination within such time as is described in the Company’s amended and restated certificate of incorporation or with respect
to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed
and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter into a segregated account held by
you on behalf of the Beneficiaries.


 





	 	Very truly yours,
	 	 
	 	Data Knights Acquisition Corp.
	 		
	 	 	 
	 	By:	 
	 	Name:
	 	Title: