Exhibit 10.5


 





DATA
KNIGHTS LLC


 


February
25, 2021


 


Dear
Barry Anderson,


 


This
letter agreement sets forth the terms of the agreement between Data Knights, LLC, a Delaware limited liability company (the “Company”),
and the undersigned. The Company is the sponsor of Data Knights Acquisition Corp. (the “SPAC”), a Delaware
corporation and a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business
Combination”), which intends to register its securities under the Securities Act of 1933, as amended (the “Securities
Act”), in connection with its initial public offering (“IPO”).


 


The
undersigned commits to purchase limited liability company interests (“LLC Interests”) of the Company for an
aggregate purchase price of $25,000. In conjunction with such purchase, the Amended and Restated Limited Liability Company Operating
Agreement of the Company (to be entered into at the time of the IPO) (the “Operating Agreement”) will reflect
the allocation to the undersigned of an indirect ownership interest in 2,875,000 shares of Class B common stock of the SPAC (“Founder
Shares”) held by the Company. Capitalized terms not defined herein shall have the meanings set forth in the Operating
Agreement.


 


The
undersigned will fund 100% of the purchase price of the LLC Interests to the Company on such date as is specified in writing (which
writing may be via electronic mail) from the Company to the undersigned, which purchase price shall not be returned unless the
IPO does not close for any reason as contemplated by the last sentence of this paragraph. A portion of the purchase price shall
be deposited by the Company into the trust fund (“Trust Fund”) established by the SPAC for the benefit of its
public shareholders to be described in the SPAC’s registration statement to be filed in connection with the IPO (“Registration
Statement”). The remaining proceeds of the sale by the Company of LLC Interests shall be deposited into the operating
account of the SPAC for general corporate purposes. The Founder Shares do not participate in the Trust Fund and in the event the
SPAC does not consummate an initial Business Combination, will expire worthless. The Company will retain voting and dispositive
power over the undersigned’s Founder Shares until the consummation of the Business Combination, following which time the
Company will distribute such securities to the undersigned (subject to applicable lock-up or escrow restrictions, as described
below or pursuant to the terms of the Business Combination) as described in the Operating Agreement. If the SPAC does not consummate
the IPO for any reason, any portion of the aggregate purchase price already funded will be returned to the undersigned, without
interest. The undersigned acknowledges that certain members may have received disproportionate amounts of Founder Shares based
on their respective investments in the Company.


 


The
consummation of the purchase by the undersigned of the LLC Interests shall occur simultaneously with the consummation of the IPO.


 


Other
than with respect to return of the aggregate purchase price, or a portion thereof, as contemplated herein, the undersigned
agrees that, in consideration of the subscription for LLC Interests as contemplated hereby, it does not have any right,
title, interest or claim of any kind in or to any monies of the Trust Fund (“Claim”) and hereby waives any
Claim it may have in the future against the Company and the SPAC and will not seek recourse against the Trust Fund for any
reason whatsoever (except in respect of any shares of Class A common stock of the SPAC purchased directly by the undersigned
in the IPO or in the open market).





     


     

    



The
Founder Shares allocated to the LLC Interests will be identical to the shares of common stock included in the units to be sold
by the SPAC in the IPO, except that:


 


		•	the
                                         Company has agreed to vote the Founder Shares in favor of any proposed Business Combination;



 


		•	all
                                         Founder Shares will be subject to certain lock-up provisions (including those described
                                         in the Registration Statement and any additional lock-up provisions that may be agreed
                                         to in connection with a Business Combination), which lock-up provisions may extend beyond
                                         the distribution by the Company to the undersigned of its Founder Shares following the
                                         consummation of the Business Combination;



 


		•	the
                                         Founder Shares will be subject to customary registration rights, which shall be described
                                         in the Registration Statement;



 


		•	the
                                         undersigned will not participate in any liquidation distribution with respect to the
                                         Founder Shares (but will participate in liquidation distributions with respect to any
                                         units or shares of Class A common stock of the SPAC purchased directly by the undersigned
                                         in the IPO or in the open market) if the SPAC fails to consummate a Business Combination;
                                         and



 


		•	the
                                         Founder Shares will include any additional terms or restrictions as are 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 that pursuant to the Operating Agreement, if prior to a Business Combination, the Company’s managing
member (the “Managing Member”) deems it necessary in order to facilitate a Business Combination by the SPAC
for the Company to forfeit, transfer, exchange or amend the terms of all or any portion of the SPAC’s Founder Shares or
to enter into any other arrangements with respect to the Founder Shares (including, without limitation, the transfer of LLC Interests
of the Company representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination,
including voting in favor of any amendment to the terms of the Founder Shares (each, a “Change in Investment”),
the Managing Member shall enter into any such agreement or arrangement involving a Change in Investment, vote in favor of any
proposal involving a Change in Investment or otherwise facilitate or take any action to affect or permit any Change in Investment
without the consent of any other member of the Company; except in the event of a disproportionate Change in Investment affecting
an individual member or group of members of the Company, in which case the written consent of such disproportionately affected
individual member or group of members shall be required. Further, in the event Founder Shares or any other securities held by
the Company are forfeited or transferred as part of such Business Combination, the Managing Member shall allocate such forfeited
or transferred securities among the members of the Company in proportion to the percentage interest(s) to which such securities
relate.






     


     

    

The
undersigned acknowledges and agrees that it will execute agreements in form and balance 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 (i) a registration rights agreement and (ii) the Operating Agreement.


 


The
undersigned hereby represents and warrants that, as applicable:


 


		(a)	it
                                         has been advised that the LLC Interests and Founder Shares have not been registered under
                                         the Securities Act;



 


		(b)	it
                                         is acquiring the LLC Interests and the Founder Shares represented thereby for its own
                                         account for investment purposes only;



 


		(c)	it
                                         has no present intention of selling or otherwise disposing of LLC Interests or the Founder
                                         Shares represented thereby 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;



 


		(e)	it
                                         has, if required to do so, completed an IRS Form W-9 or Form W-8BEN (or similar form),
                                         as applicable;



 


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



 


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



 


		(h)	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;



 


		(i)	this
                                         letter constitutes its respective legal, valid and binding obligation, and is enforceable
                                         against it; and



 


		(j)	the
                                         undersigned is not, and is not acting as, an agent, representative, intermediary or nominee
                                         for any person identified on the list of blocked persons maintained by the Office of
                                         Foreign Assets Control of the U.S. Treasury Department; and the undersigned has complied
                                         with all applicable U.S. laws, regulations, directives and executive orders relating
                                         to anti-money laundering.



 


The
Company represents that a true and correct copy of the Operating Agreement is attached as Exhibit A hereto. The Operating Agreement
has been duly adopted by the Company and there have been no resolutions approved by the Company to alter the Operating Agreement.


 


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If
the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return
it to us.


 





	 	Very truly yours,
	 	 	 
	 	DATA KNIGHTS ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Barry
    Anderson
	 	 	Name: Barry Anderson
	 	 	Title: Chief Executive Officer



 








	Accepted and agreed as of the date first written above.	 
	 	 	 
	DATA KNIGHTS, LLC	 
	 	 	 
	By:	/s/ Gonzalo
    Paolo Vivas	 
	 	Name: Gonzalo Paolo Vivas	 
	 	Title: Managing Member	 





     


     

    

EXHIBIT
A


 


FORM
OF OPERATING AGREEMENT