Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment
Management Trust Agreement (this “Agreement”) is made as of [●], 2021 by and between SPK Acquisition Corp.
(the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-[*] (“Registration Statement”), for its initial public offering of securities
(“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the U.S. Securities and Exchange
Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement);
and


 


WHEREAS, Chardan
Capital Markets, LLC (“Chardan”) is acting as the representative of the underwriters in the IPO; and


 


WHEREAS, simultaneously
with the IPO, SPK Acquisition LLC will be purchasing 205,000 private units (“Private Placement Units”) at $10.00 per
private unit (for a total purchase price of $2,050,000). SPK Acquisition LLC has also agreed that if the over-allotment option
is exercised by the underwriters, it will purchase from us up to a maximum of an additional 15,000 private units at a price of
$10.00 per private unit.


 


WHEREAS, as described
in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, as the same
may be amended from time to time (the “Charter”), $50,000,000 of the gross proceeds of the IPO and sale of the Private
Placement Units ($57,500,000 if the underwriters’ over-allotment option is exercised in full) 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 Company’s shares of common stock, par value $0.0001 per share (“Common
Stock”), issued in the IPO as hereinafter provided (the amount to be delivered to the Trustee will be referred to herein as
the “Property”; the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public
Shareholders,” and the Public Shareholders 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 $1,500,000, or $1,725,000 if the underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that may become payable by the
Company to the underwriters upon the consummation of an initial business combination (as described in the Registration Statement,
a “Business Combination”); 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.


 


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 a segregated trust account (“Trust Account”)
established by the Trustee in the United States at JPMorgan Chase Bank, maintained by Trustee, 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 instruction of the Company, invest and reinvest the Property (i) in United States government treasury bills, notes or
bonds having a maturity of 185 days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company;


 


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


 


(e) Notify the Company
and the Underwriters of all communications received by it with respect to any Property requiring action by the Company;


 


(f) Supply any necessary
information or documents as may be requested by the Company in connection with the Company’s preparation of its tax returns;


 


(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; and


 


(i) Commence liquidation
of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the
Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case
of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by Chardan,
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination
Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been
received by the Trustee by the 9-month anniversary of the closing of the IPO (“Closing”) or, in the event that the Company
extended the time to complete the Business Combination for up to 15 months from the closing of the IPO but has not completed the
Business Combination within such 15-month period, the 15 month anniversary of the Closing (as applicable, the “Last Date”),
the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit
B hereto and distributed to the Public Shareholders as of the Last Date.


 


(j) 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, to follow the instructions set forth in the Extension Letter.


 


(k) Upon receipt of
a letter (an “Amendment Notification Letter”) in the form of Exhibit E, signed on behalf of the Company by its Chief
Executive Officer and Chief Financial Officer and, distribute to Public Stockholders who exercised their conversion rights in connection
with an amendment to the Company’s amended and restated certificate of incorporation (an “Amendment”) an amount equal
to the pro rata share of the Property relating to the Common Stock for which such Public Stockholders have exercised conversion/redemption
rights in connection with such Amendment.


 


(l) Not disburse any
amounts from the Trust Account in connection with a Business Combination in the event that the amount per share to be received
by the redeeming Public Shareholders is less than $10.00 per share (plus the amount per share deposited in the Trust Account pursuant
to any Extension Letter).


 


(m) In connection
with a Business Combination, before making disbursements to the Depository Trust Company, the Company or any other person, disburse
the per share amount to redeeming Public Shareholders (other than shares tendered through the Depository Trust Company) that have
tendered their shares directly to the Trustee.


 






    	 



    	 



    

 


2. Limited Distributions of Income
from Trust Account.


 


(a) 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, the
Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company to cover
any income or other tax obligation owed by the Company.


 


(b) The limited distributions
referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided in Section 2(a),
no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.


 


(c) The Company shall
provide the Underwriters with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee with
respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


(d) If applicable,
the Company shall issue a press release at least three days prior to the Applicable Deadline announcing that, at least five days
prior to the Applicable Deadline, the Company received notice from the Company’s insiders that the insiders intend to extend the
Applicable Deadline.


 


(e) Promptly following
the Applicable Deadline, disclose whether or not the term the Company has to consummate a Business Combination has been extended.


 


3. 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 or Chief Financial
Officer. In addition, except with respect to its duties under paragraphs 1(i), 2(a) and 2(b) above, 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 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 the
provisions of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any
and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim,
potential claim, 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 income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence
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 paragraph, it shall notify the Company
in writing of such claim (hereinafter referred to as the “Indemnified Claim”); provided, however, that the Trustee’s
failure to provide such notice shall not relieve the Company of its liability hereunder, except to the extent that it is materially
prejudiced by such failure. 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. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the
Company, which consent shall not be unreasonably withheld or delayed. The Company may participate in such action with its own counsel.


 


(c) Pay the Trustee
an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a)
and 2(b) as set forth on Schedule A hereto, 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 and further agreed that any fees owed to the Trustee
shall be deducted by the Trustee from the disbursements made to the Company pursuant to Sections 1(i) solely in connection with
the consummation of the Company’s initial acquisition, share exchange, share reconstruction and amalgamation, purchase of all
or substantially all of the assets of, or any other similar business combination with one or more businesses or entities, or pursuant
to Section 2 (b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the
IPO and thereafter on the anniversary of the Effective Date.


 






    	 



    	 



    

 


(d) In connection
with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate
of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying the vote of the
Company’s shareholders regarding such Business Combination.


 


(e) In the event that
the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that
it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 


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


 


(a) Take any action
with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability to any
party except for liability arising out of its own gross negligence or willful misconduct;


 


(b) 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;


 


(c) Change the investment
of any Property, other than in compliance with paragraph 1(c);


 


(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 exercise of its own best judgment, except for its gross negligence 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), 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 is believed
by the Trustee, in good faith, 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 correctness
of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or
any other action taken by it is as contemplated by the Registration Statement;


 


(h) File local, state
and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements
with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the
Property;


 


(i) Pay any taxes
on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that
such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a)
hereof);


 






    	 



    	 



    

 


(j) 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; and


 


(k) Verify calculations,
qualify or otherwise approve Company requests for distributions pursuant to Section 1(i), 2(a) or 2(b) above.


  


5. 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 3(b) or Section 3(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.


 


6. 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 during which time the Trustee shall act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed by the Company 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 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 in accordance with the provisions of paragraph 1(i) hereof, and
distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with
respect to Paragraph 3(b).


 


7. 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 information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
will 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. The Trustee shall not be liable for any loss, liability
or expense resulting from any error in the information or transmission of the wire.


 


(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. It 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. Except for Sections
1(i), 1(k), 1(l), 1(m), 1(n), 3(g), 7(c) and 7(h) (which may only be amended with the approval of the holders of at least 50% of
the shares of common stock sold in the IPO, provided that all Public Shareholders must be given the right to receive a pro-rata
portion of the trust account (no less than $10.00 per share plus the amount per share deposited in the Trust Account pursuant to
any Extension Letter) in connection with any such amendment), this Agreement or any provision hereof may only be changed, amended
or modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification
may be made without the prior written consent of the Underwriters. As to any claim, cross-claim or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury. The Trustee may require from Company counsel an opinion as to
the propriety of any proposed amendment.


 






    	 



    	 



    

 


(d) The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, for
purposes of resolving any disputes hereunder.


 


(e) 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
transmission:


 





	 if to the Trustee, to:
	 	 
	 	Continental Stock
Transfer & Trust Company
	 	1 State Street
	 	New York, New
York 10004
	 	Attn: Francis
Wolf and Celeste Gonzalez
	 	Email: fwolf@continentalstock.com
	 	Email: cgonzalez@continentalstock.com
	 	 
	if to the Company, to:
	 	 
	 	SPK Acquisition
Corp.
	 	Room 368, 302
Buwei
	 	211 Fute North
Road,
	 	China (Shanghai)
Pilot Free Trade Zone, 200131
	 	Attn: Sophie
Ye Tao, Chief Executive Officer
	 	 
	in either case with a copy (which copy shall not constitute
    notice) to:
	 	 
	 	Chardan Capital
Markets, LLC
	 	17 State Street,
Suite 1600
	 	New York, NY
10004
	 	Attn: Shai Gerson
	 	Facsimile: (646)
465-9039
	 	 
	and:
	 	 
	 	Loeb & Loeb
LLP
	 	345 Park Avenue
	 	New York, NY
10154
	 	Attn: Tahra
Wright
	 	Fax No.: (212)
859-7354
	 	 
	and:
	 	 
	 	White and Williams
LLP
	 	7 Times Square,
Suite 2900
	 	New York, New
York 10036
	 	Attn: Alexandria
Kane
	 	Facsimile: (212)
868-4844






 


(f) This Agreement
may not be assigned by the Trustee without the prior consent of the Company.


 


(g) Each of the Trustee
and the Company 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 Company and the Trustee 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 acknowledge that the Underwriters are a third party beneficiary of this Agreement and that each Public Shareholder
is a third party beneficiary of Sections 1(i), 1(k), 1(l), 3(g), 3(h) and 7(c).


 


(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]


 






    	 



    	 



    

 


 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:	Francis Wolf
	 	 	Title:
	Vice
President



 


	 	SPK ACQUISITION CORP.
	 	   
	 	By:	 
	 	 	Name: 	Sophie Ye Tao
	 	 	Title: 	Chief Executive Officer



 





Signature Page to SPK Investment Management Trust Agreement







 



    	 



    	 



    




 


SCHEDULE A


 


	Fee
Item	Time
and method of payment	Amount
	Initial
acceptance fee	Initial
closing of IPO by wire transfer	[_______]
	Annual
fee	First
year ($[______]), initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire
transfer or check	[_______]
	Transaction
processing fee for disbursements to Company under Section 2	Deduction
by Trustee from accumulated income following disbursement made to Company under Section 2	[_______]
	Paying
Agent services as required pursuant to section 1(i)	Billed
to Company upon delivery of service pursuant to section 1(i)	Prevailing
rates



 


Sch-A-1


 






    	 



    	 



    

 


EXHIBIT A


 


[Letterhead of Company]



[Insert date]


 





	Continental
Stock Transfer & Trust Company
	1 State Street,
30th Floor
	New York, NY
10004
	Attn: Francis
Wolf and Celeste Gonzalez



 





	 	Re:	Trust
Account No. [ ] - Termination Letter



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between SPK Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), this is to advise you that the
Company has entered into an agreement with [___________] (“Target Business”) to consummate a business combination with
Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least
72 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized
terms used herein and not otherwise defined 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 the Trust Account investments and to transfer the proceeds
to the above-referenced account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of 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. It is acknowledged and agreed that while the funds are on deposit in the trust account 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,
and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of [______], which verifies the vote of the Company’s
shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company
and Chardan Capital Markets, LLC with respect to the transfer of the funds held in the Trust Account, which must provide for the
disbursement of no less than $10.00 per share plus the amount per share deposited in the Trust Account per Extension Letter to
redeeming Public Shareholders (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held
in the Trust Account immediately upon your receipt of the counsel’s letter 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 of the same and the Company shall direct you as to whether such funds should
remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds
in the Trust Account pursuant to the terms hereof, 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 the Trust Agreement on the business day
immediately following the Consummation Date as set forth in the notice.


 



    A-1


     


    




 


	 	Very
truly yours,
	 	 
	 	SPK
ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:
	Secretary/Assistant
Secretary



 


Acknowledged and Agreed:





Chardan Capital Markets, LLC


 


	By:	 	 
	Name:	 	 
	Title:	 	 



 



    A-2


     


    




 


EXHIBIT B


 


[Letterhead of Company]



[Insert date]


 





	Continental
Stock Transfer & Trust Company
	1 State Street,
30th Floor
	New York, NY
10004
	Attn: Francis
Wolf and Celeste Gonzalez



 


	 	Re:	Trust
Account No. [ ] - Termination Letter



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between SPK Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of [*], 2021 (“Trust Agreement”), this is to advise you that the
Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s
Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms
used herein and not otherwise defined 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 the Trust Account investments and to transfer the total
proceeds to the Trust Operating Account at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company
has selected [___, 20 ] as the record date for the purpose of determining the Public Shareholders entitled to receive their share
of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while
on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent,
to distribute said funds directly to the Public Shareholders 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 in the Trust Account, your obligations
under the Trust Agreement shall be terminated.


 


	 	Very
truly yours,
	 	 
	 	SPK
ACQUISITION CORP.
	 	   
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title: 	Secretary/Assistant
Secretary



 


	 	cc:	Chardan Capital
Markets, LLC



 






    B-1


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


 [Insert date]


 





	Continental
Stock Transfer & Trust Company
	1 State Street,
30th Floor
	New York, NY
10004
	Attn: Francis
Wolf and Celeste Gonzalez






 


	 	Re:	Trust Account – Tax Withdrawal Instruction Letter




 


Pursuant to paragraph
2(a) of the Investment Management Trust Agreement between SPK Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company, LLC (“Trustee”), dated as of [*], 2021 (“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. The Company needs
such funds to pay for its tax obligations. 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]


 


	 	SPK
ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	cc:	Chardan Capital
Markets, LLC



 



    C-1


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 





	Continental
Stock Transfer & Trust Company
	1 State Street,
30th Floor
	New York, NY
10004
	Attn: Francis
Wolf and Celeste Gonzalez






 


	 	Re:	Trust Account No. [ ] Extension Letter



 


Ladies and Gentlemen:


 


Pursuant to Section
1(l) of the Investment Management Trust Agreement between SPK Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company, 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 [$500,000] [(or $575,000 if the underwriters’ over-allotment
option was exercised in full)], which will be wired to you, into the Trust Account investments upon receipt.][Pursuant to our amended
and restated certificate of incorporation, we have entered into a definitive agreement for a Business combination within 9 months
of the closing of our IPO and our time to complete a Business Combination, as evidenced by the press release attached hereto that
the Company released on _________, 20___.]


 


	 	Very
truly yours,
	 	 
	 	SPK
ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	cc:	Chardan Capital Markets, LLC



 






    D-1


     


    

 


EXHIBIT E


 


[Letterhead of Company]


 

[Insert date]


 





	Continental
Stock Transfer & Trust Company
	1 State Street,
30th Floor
	New York, NY
10004
	Attn: Francis
Wolf and Celeste Gonzalez






 


	 	Re:	Trust
Account No. [         ] Extension Letter



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Reference is made
to that certain Investment Management Trust Agreement between SPK Acquisition Corp (“Company”) and Continental Stock
Transfer & Trust Company, dated as of [*], 2021 (“Trust Agreement”). Capitalized words used herein and not otherwise
defined shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Section
1(k) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the
terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $
of the proceeds of the Trust to the account at J.P. Morgan Chase Bank, N.A. for distribution to the stockholders that have requested
conversion of their shares in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed.


 


	 	SPK
ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	cc:	Chardan Capital Markets, LLC


 


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