Exhibit 10.6


 




Data
Knights Acquisition Corp. 


Trident
Court, 1 Oakcroft Road 


Chessington,
Surrey KT9 1BD 


United
Kingdom


 


[__],
2021


 


Ladies
and Gentlemen:


 


Data
Knights Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses
or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended
(“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration
statement on Form S-1 (“Registration Statement”).


 


The undersigned hereby commits that it will purchase
525,275 units of the Company (“Private Units”), each Private Unit consisting of one share of Class A common stock of
the Company, par value $0.0001 per share (the “Class A Common Stock”), and one warrant (the “Warrants”)
entitling its holder to purchase one (1) share of Class A Common Stock, for a purchase price of $5,252,750 (the “Private
Unit Purchase Price”).


 


The undersigned hereby agrees that it will purchase
an additional amount of units of the Company (“Over-Allotment Units”), up to a maximum of 60,000 Over-Allotment Units, or
a maximum purchase price of $600,000 (“Over-Allotment Unit Purchase Price”, together with the Private Unit Purchase Price,
the “Purchase Price”), in the event Kingswood Capital Markets, division of Benchmark Investments, Inc. (“Kingswood”)
exercises its over-allotment option, such that the amount held in the trust account (as described in the Registration Statement) does
not fall below $10.20 per share for each share of Class A Common Stock sold in the IPO.


 


At
least twenty-four (24) hours prior to the effective date of the Registration Statement, the undersigned will cause the Private
Unit Purchase Price to be delivered to Nelson Mullins Riley & Scarborough LLP (“Nelson Mullins”), counsel for
the Company, by wire transfer as set forth in the instructions attached as Exhibit A to hold in a non-interest bearing
account until the Company consummates the IPO.


 


The
consummation of the purchase and issuance of the Private Units shall occur simultaneously with the consummation of the IPO and
the consummation of the purchase and issuance of the Over-Allotment Units shall occur simultaneously with the closing of any exercise
of the over-allotment option related to the IPO. Simultaneously with the consummation of the IPO, Nelson Mullins shall deposit
the Private Unit Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”) established by
the Company for the benefit of the Company’s public shareholders as described in the Registration Statement. If the Company
does not complete the IPO within ten (10) days from the date of this letter, the Private Unit Purchase Price (without interest
or deduction) will be returned to the undersigned.


 


Each
of the Company, and the undersigned acknowledges and agrees that Nelson Mullins is serving hereunder solely as a convenience to
the parties to facilitate the purchase of the Private Units and Nelson Mullins’s sole obligation under this letter agreement
is to act with respect to holding and disbursing the Private Unit Purchase Price as described above. Nelson Mullins shall not
be liable to the Company, Kingswood or the undersigned or any other person or entity in respect of any act or failure to act hereunder
or otherwise in connection with performing its services hereunder unless Nelson Mullins has acted in a manner constituting gross
negligence or willful misconduct. The Company and the undersigned shall indemnify Nelson Mullins against any claim made against
it (including reasonable attorney’s fees) by reason of it acting or failing to act in connection with this letter agreement
except as a result of its gross negligence or willful misconduct. Nelson Mullins may rely and shall be protected in acting or
refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine
and to have been signed or presented by the proper party or parties.





     


     


    





The
Private Units and Over-Allotment Units will be identical to the units to be sold by the Company in the IPO. Additionally, the
undersigned agrees:


 


		•	to
                                         vote the shares of Class A Common Stock included in the Private Units and Over-Allotment
                                         Units in favor of any proposed Business Combination;



 


		•	not to propose,
or vote in favor of, 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 the Company’s shares of Class A Common Stock sold in the IPO
if the Company does not complete an initial Business Combination within 12 months from the closing of the IPO (or up to 18 months from
the closing of the IPO if the Company extends the period of time to consummate an initial Business Combination as described in more detail
in the prospectus included in the Registration Statement), unless the Company provides the holders of shares of Class A Common Stock
sold in the IPO with the opportunity to redeem their shares of Class A Common Stock upon approval of any such amendment at a per-share
price, payable in cash, equal to the aggregate amount of the Trust Fund, including interest earned on Trust Fund and not previously released
to the Company to pay the Company’s franchise and income taxes, divided by the number of then outstanding shares of Class A
Common Stock sold in the IPO;







		•	not
                                         to convert any shares of Class A Common Stock included in the Private Units and Over-Allotment
                                         Units into the right to receive cash from the Trust Fund in connection with a shareholder
                                         vote to approve either a Business Combination or an amendment to the provisions of the
                                         Company’s Amended and Restated Certificate of Incorporation, and not to tender
                                         the Private Units and Over-Allotment Units in connection with a tender offer conducted
                                         prior to the closing of a Business Combination;



 


		•	the
                                         undersigned will not participate in any liquidation distribution with respect to the
                                         Private Units and Over-Allotment Units (but will participate in liquidation distributions
                                         with respect to any units or shares of Class A Common Stock purchased by the undersigned
                                         in the IPO or in the open market) if the Company fails to consummate a Business Combination;



 


		•	that
                                         the Private Units, Over-Allotment Units and underlying securities will not be transferable
                                         until after the consummation of a Business Combination except (i) to the Company’s
                                         pre-IPO shareholders, or to the Company’s officers, directors, advisors and employees,
                                         (ii) transfers to the undersigned’s affiliates or its members upon its liquidation,
                                         (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws
                                         of descent and distribution upon death, (v) pursuant to a qualified domestic relations
                                         order, (vi) by private sales made in connection with the consummation of a Business Combination
                                         at prices no greater than the price at which the Private Units were originally purchased
                                         or (vii) to the Company for cancellation in connection with the consummation of a Business
                                         Combination, in each case (except for clause vii) where the transferee agrees to the
                                         terms of the transfer restrictions; and



 


		•	the
                                         Private Units and Over-Allotment Units will include any additional terms or restrictions
                                         as is customary in other similarly structured blank check company offerings or as may
                                         be reasonably required by the underwriters in the IPO in order to consummate the IPO,
                                         each of which will be set forth in the Registration Statement.



 


The
undersigned acknowledges and agrees that the purchaser of the Private Units and Over-Allotment Units will execute agreements in
form and substance typical for transactions of this nature necessary to effectuate the foregoing agreements and obligations prior
to the consummation of the IPO as are reasonably acceptable to the undersigned, including but not limited to an insider letter.


 


The
undersigned hereby represents and warrants that:


 


		(a)	it
                                         has been advised that the Private Units and Over-Allotment Units have not been registered
                                         under the Securities Act;






     


     


    





		(b)	it
                                         will be acquiring the Private Units and Over-Allotment Units for its account for investment
                                         purposes only;



 


		(c)	it
                                         has no present intention of selling or otherwise disposing of the Private Units and Over-Allotment
                                         Units in violation of the securities laws of the United States;



 


		(d)	it
                                         is an “accredited investor” as defined by Rule 501 of Regulation D promulgated
                                         under the Securities Act of 1933, as amended;



 


		(e)	it
                                         has had both the opportunity to ask questions and receive answers from the officers and
                                         directors of the Company and all persons acting on its behalf concerning the terms and
                                         conditions of the offer made hereunder;



 


		(f)	it
                                         is familiar with the proposed business, management, financial condition and affairs of
                                         the Company;



 


		(g)	it
                                         has full power, authority and legal capacity to execute and deliver this letter and any
                                         documents contemplated herein or needed to consummate the transactions contemplated in
                                         this letter; and



 


		(h)	this
                                         letter constitutes its legal, valid and binding obligation, and is enforceable against
                                         it.



 


This
letter agreement constitutes the entire agreement between the undersigned and the Company with respect to the purchase of the
Private Units and Over-Allotment Units, and supersedes all prior and contemporaneous understandings, agreements, representations
and warranties, both written and oral, with respect to the same.  


 





	 	Very truly yours,
	 	 	 
	 	Data Knights, LLC
	 	 	 
	 	By:	 
	 	Name:	Barry Anderson
	 	Title:	Chief Executive Officer



  








	Accepted
and Agreed:	 
	 	 	 
	DATA
KNIGHTS ACQUISITION CORP.	 
	 	 	 
	By:	 	 
	Name:	Barry Anderson	 
	Title:	Chief Executive Officer	 










     


     


    


Exhibit
A


 


Wire
Instructions


 


Bank
Name: [__] 


Bank
Address: [__] 


Account
Name: [__] 


Account
Number: [__] 


Routing/ABA
Number (Domestic Wires): [__] 


Swift
Code (Foreign Wire): [__] 


Note:
[__]