Exhibit
10.1


 


[●],
2022


 


Yotta
Acquisition Corporation





1185
Avenue of the Americas, Suite 301





New
York, NY 10036


 


Chardan
Capital Markets, LLC





17
State Street, Suite 2130 


New
York, NY 10004


 


	 	Re:	Initial
    Public Offering


 


Ladies
and Gentlemen:


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Yotta Acquisition Corporation, a Delaware corporation (the “Company”), and
Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named
on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the
“IPO”) of the Company’s units (the “Units”), each comprised of one share
of common stock of the Company, $0.0001 par value (the “Common Stock”),  one redeemable warrant, each
warrant entitling its holder to purchase one share of Common Stock at an exercise price of $11.50 per full share (the “Warrants”), and one right to receive one-tenth of one share of Common Stock upon the consummation of an initial business combination.
Certain capitalized terms used herein are defined in paragraph 16 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:


 


1.
If the Company solicits approval of its shareholders of a Business Combination, the
undersigned will vote all shares of Common Stock beneficially owned by him, her or it, whether acquired before, in or after the
IPO, in favor of such Business Combination.


 


2.
(a) Unless the Company’s shareholders are previously given the option to redeem
their shares in connection with amending applicable documents to extend the time that the Company has to complete a Business Combination
and the Company fails to consummate a Business Combination within 9  months from the closing of the Company’s IPO (or, in
the event that the Company extended the period of time to consummate a business combination up to 15 months from the closing of
the Company’s IPO, as specified in the Company’s amended and restated certificate of incorporation), the undersigned
shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and distributed to the holders of the IPO Shares
and (ii) cause the Company to liquidate as soon as reasonably practicable.


 


(b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and
any remaining net assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares [including any
shares underlying the Private Units]1 (“Claim”) and hereby waives any Claim the undersigned may
have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against
the Trust Fund for any reason whatsoever. [The undersigned acknowledges and agrees that there will be no distribution from the Trust
Fund with respect to any Warrants  or Rights underlying the Private Units, all of which will terminate on the Company’s liquidation.]2


 


 








	1	
Yotta Investment LLC only.



	2	
Yotta Investment LLC only.





 






     


     


    

 


[3.
In the event of the liquidation of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any and
all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) which
the Company may become subject as a result of any claim by any target business or vendor or other person who is owed money by the Company
for services rendered or products sold or contracted for, but only to the extent necessary to ensure that such loss, liability, claim,
damage or expense does not reduce the amount of funds in the Trust Fund; provided that such indemnity shall not apply
if such target business, vendor or other person has executed an agreement waiving any claims against the Trust Fund.]3


 


4.
[In the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient
to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not to seek
recourse for such expenses.]4


 


5.
The undersigned will escrow all of his, her or its Insider Shares pursuant to the terms
of a Stock Escrow Agreement, which the Company will enter into with the undersigned and an escrow agent acceptable to the Company.


 


[6.
The undersigned agrees that until the Company consummates a Business Combination, the undersigned’s Private Units will be subject
to the transfer restrictions described in the Subscription Agreement relating to the undersigned’s Private Units.]5


 


7.
In order to minimize potential conflicts of interest which may arise from multiple affiliations,
the undersigned agrees to present to the Company for its consideration, prior to presentation to any other person or entity, any
suitable opportunity to acquire a target business, until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company, subject to any pre-existing fiduciary and contractual obligations the undersigned might have.


 


8.
The undersigned acknowledges and agrees that prior to entering into a Business Combination
with a target business that is affiliated with any Insiders of the Company or their affiliates, including any company that is
a portfolio company of, or otherwise affiliated with, or has received financial investment from, an entity with which any Insider
or their affiliates is affiliated, such transaction must be approved by a majority of the Company’s disinterested independent
directors and the Company must obtain an opinion from an independent investment banking firm that such Business Combination is
fair to the Company’s unaffiliated shareholders from a financial point of view.


 


9.
Neither the undersigned, any member of the family of the undersigned, nor any affiliate
of the undersigned will be entitled to receive and will not accept any compensation or other cash payment prior to, or for services
rendered in connection with, the consummation of the Business Combination; provided that the Company shall be allowed
to repay working capital loans made by the undersigned to the Company in cash upon consummation of the Business Combination. Notwithstanding
the foregoing, the undersigned and any affiliate of the undersigned shall be entitled to reimbursement from the Company for their
out-of-pocket expenses incurred in connection with identifying, investigating and consummating a Business Combination.


 


10.
Neither the undersigned, any member of the family of the undersigned, nor any affiliate
of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any affiliate of the undersigned originates a Business Combination.


 


11.
[The undersigned agrees to be a director or officer of the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and
the Representative is true and accurate in all material respects, does not omit any material information with respect to the undersigned’s
biography and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
Securities Act of 1933.]6 The undersigned’s FINRA Questionnaire or/and Director and Officer Questionnaire previously
furnished to the Company and the Representative is true and accurate in all material respects. The undersigned represents and warrants
that:





 


 








		3	 Yotta Investment LLC only.



		4	Yotta Investment LLC only.
		5	
Yotta Investment LLC only.







		6	
Only remove for Yotta Investment LLC.


 






    2


     


    

 


		(a)	He,
                                         she or it has never had a petition under the federal bankruptcy laws or any state insolvency
                                         law been filed by or against (i) him, her or it, or any partnership in which he or she
                                         was a general partner at or within two years before the time of filing; or (ii) any corporation
                                         or business association of which he or she was an executive officer at or within two
                                         years before the time of such filing;



 


		(b)	He,
                                         she or it has never had a receiver, fiscal agent or similar officer been appointed by
                                         a court for his business or property, or any such partnership;



 


		(c)	He,
                                         she or it has never been convicted of fraud in a civil or criminal proceeding;



 


		(d)	He,
                                         she or it has never been convicted in a criminal proceeding or named the subject of a
                                         pending criminal proceeding (excluding traffic violations and minor offenses);



 


		(e)	He,
                                         she or it has never been the subject of any order, judgment or decree, not subsequently
                                         reversed, suspended or vacated, of any court of competent jurisdiction, permanently or
                                         temporarily enjoining or otherwise limiting him, her or it from (i) acting as a futures
                                         commission merchant, introducing broker, commodity trading advisor, commodity pool operator,
                                         floor broker, leverage transaction merchant, any other person regulated by the Commodity
                                         Futures Trading Commission (“CFTC”) or an associated person of any of the
                                         foregoing, or as an investment adviser, underwriter, broker or dealer in securities,
                                         or as an affiliated person, director or employee of any investment company, bank, savings
                                         and loan association or insurance company, or from engaging in or continuing any conduct
                                         or practice in connection with any such activity; or (ii) engaging in any type of business
                                         practice; or (iii) engaging in any activity in connection with the purchase or sale of
                                         any security or commodity or in connection with any violation of federal or state securities
                                         or federal commodities laws;



 


		(f)	He,
                                         she, or it has never been the subject of any order, judgment or decree, not subsequently
                                         reversed, suspended or vacated, of any federal or state authority barring, suspending
                                         or otherwise limiting for more than 60 days his, her or its right to engage in any activity
                                         described in 11(e)(i) above, or to be associated with persons engaged in any such activity;



 


		(g)	He,
                                         she, or it has never been found by a court of competent jurisdiction in a civil action
                                         or by the SEC to have violated any federal or state securities law, where the judgment
                                         in such civil action or finding by the SEC has not been subsequently reversed, suspended
                                         or vacated;



 


		(h)	He,
                                         she, or it has never been found by a court of competent jurisdiction in a civil action
                                         or by the CFTC to have violated any federal commodities law, where the judgment in such
                                         civil action or finding by the CFTC has not been subsequently reversed, suspended or
                                         vacated;



 


		(i)	He,
                                         she, or it has never been the subject of, or a party to, any Federal, State or foreign
                                         judicial or administrative order, judgment, decree or finding, not subsequently reversed,
                                         suspended or vacated, relating to an alleged violation of (i) any Federal, State or foreign
                                         securities or commodities law or regulation, (ii) any law or regulation respecting financial
                                         institutions or insurance companies including, but not limited to, a temporary or permanent
                                         injunction, order of disgorgement or restitution, civil money penalty or temporary or
                                         permanent cease-and desist order, or removal or prohibition order or (iii) any law or
                                         regulation prohibiting mail or wire fraud or fraud in connection with any business entity;



 


		(j)	He,
                                         she or it has never been the subject of, or party to, any sanction or order, not subsequently
                                         reversed, suspended or vacated, or any self-regulatory organization, any registered entity,
                                         or any equivalent exchange, association, entity or organization that has disciplinary
                                         authority over its members or persons associated with a member;



 






    3


     


    

 


		(k)	He,
                                         she or it has never been convicted of any felony or misdemeanor: (i) in connection with
                                         the purchase or sale of any security; (ii) involving the making of any false filing with
                                         the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker,
                                         dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers
                                         of securities;



 


		(l)	He,
                                         she or it was never subject to a final order of a state or foreign securities commission
                                         (or an agency of officer of a state performing like functions); a state or foreign authority
                                         that supervises or examines banks, savings associations, or credit unions; a state or
                                         foreign insurance commission (or an agency or officer of a state performing like functions);
                                         an appropriate federal or foreign banking agency; the CFTC; or the National Credit Union
                                         Administration that is based on a violation of any law or regulation that prohibits fraudulent,
                                         manipulative, or deceptive conduct;



 


		(m)	He,
                                         she or it has never been subject to any order, judgment or decree of any court of competent
                                         jurisdiction, that, at the time of the sale of the Units, restrained or enjoined him,
                                         her or it from engaging or continuing to engage in any conduct or practice: (i) in connection
                                         with the purchase or sale of any security; (ii) involving the making of any false filing
                                         with the SEC or any foreign regulatory agency with similar functions; or (iii) arising
                                         out of the conduct of the business of an underwriter, broker, dealer, municipal securities
                                         dealer, investment adviser or paid solicitor of purchasers of securities;



 


		(n)	He,
                                         she or it has never been subject to any order of the SEC or any foreign regulatory agency
                                         with similar functions that orders him, her or it to cease and desist from committing
                                         or causing a future violation of: (i) any scienter-based anti-fraud provision of the
                                         federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities
                                         Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c) and Section
                                         206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section
                                         5 of the Securities Act;



 


		(o)	He,
                                         she or it has never filed (as a registrant or issuer), or been named as an underwriter
                                         in any registration statement or Regulation A offering statement filed with the SEC that
                                         was the subject of a refusal order, stop order, or order suspending the Regulation A
                                         exemption, or is, currently, the subject of an investigation or proceeding to determine
                                         whether a stop order or suspension order should be issued;



 


		(p)	He,
                                         she or it has never been subject to a United States Postal Service false representation
                                         order, or is currently subject to a temporary restraining order or preliminary injunction
                                         with respect to conduct alleged by the United States Postal Service to constitute a scheme
                                         or device for obtaining money or property through the mail by means of false representations;



 


		(q)	He,
                                         she or it is not subject to a final order of a state securities commission (or an agency
                                         of officer of a state performing like functions); a state authority that supervises or
                                         examines banks, savings associations, or credit unions; a state insurance commission
                                         (or an agency or officer of a state performing like functions); an appropriate federal
                                         banking agency; the CFTC; or the National Credit Union Administration that bars the undersigned
                                         from: (i) association with an entity regulated by such commission, authority, agency
                                         or officer; (ii) engaging in the business of securities, insurance or banking; or (iii)
                                         engaging in savings association or credit union activities;



 


		(r)	He,
                                         she or it is not subject to an order of the SEC entered pursuant to section 15(b) or
                                         15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section
                                         203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”)
                                         that: (i) suspends or revokes the undersigned’s registration as a broker, dealer,
                                         municipal securities dealer or investment adviser; (ii) places limitations on the activities,
                                         functions or operations of, or imposes civil money penalties on, such person; or (iii)
                                         bars the undersigned from being associated with any entity or from participating in the
                                         offering of any penny stock; and



 






    4


     


    

 


		(s)	He,
                                         she or it has never been suspended or expelled from membership in, or suspended or barred
                                         from association with a member of, a securities self-regulatory organization (e.g., a
                                         registered national securities exchange or a registered national or affiliated securities
                                         association) for any act or omission to act constituting conduct inconsistent with just
                                         and equitable principles of trade.



 


12.
The undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter
agreement [and to serve as a Director and/or officer of the Company and consents to being named in the registration statement on Form
S-1 and prospectus filed by the Company with the U.S. Securities and Exchange Commission, road show and any other materials as an officer
and/or director of the Company, as applicable.]7.


 


13.
The undersigned hereby waives his, her or its right to exercise redemption rights with respect to any shares of Common Stock owned
or to be owned by the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or
in the aftermarket, and agrees that he, she or it will not seek redemption with respect to or otherwise sell, such shares in connection
with any vote to approve a Business Combination with respect thereto, a vote to amend the provisions of the Company’s Amended
and Restated Certificate of Incorporation, or a tender offer by the Company prior to a Business Combination.


 


14.
The undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate
of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business
Combination unless the Company offers holders of IPO Shares the right to receive their pro rata portion of the funds then held
in the Trust Fund.


 


15.
In connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter agreement shall be governed
by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that
would result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding
or claim arising out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration
in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration
shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be
conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that
the arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom
enforcement is sought. The cost of such arbitrators and arbitration services, together with the prevailing party’s legal
fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators.


 


16.
As used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, contractual
arrangement, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;
(ii) “Insiders” shall mean all officers, directors and shareholders of the Company immediately prior to the
IPO; (iii) “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by an Insider
prior to the IPO and any shares of Common Stock underlying the Private Units; (iv) “IPO Shares” shall mean
the shares of Common Stock issued in the Company’s IPO; (v) [“Private Units” shall mean (x) the Units
purchased in the private placement taking place simultaneously with the consummation of the Company’s IPO and (y) the additional
Units that may be purchased in connection with the exercise of the over-allotment option by the underwriters in the IPO as described
in the Registration Statement; (vi)]8 “Registration Statement” means the registration statement
on Form S-1 filed by the Company with respect to the IPO; and (vii) “Trust Fund” shall mean the trust fund
into which a portion of the net proceeds of the Company’s IPO will be deposited.


 


17.
Any notice, consent or request to be given in connection with any of the terms or provisions of this letter agreement shall be
in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or facsimile transmission.


 


 






		7	
Only remove for Yotta Investment LLC.



		8	
Yotta Investment LLC only.



 






    5


     


    

 


If
to the Representative:


 


Chardan
Capital Markets, LLC


17
State Street, Suite 2130





New
York, NY 10004





Attn:
Shai Gerson





Facsimile:
(646) 465-9039





 


with
a copy (which copy shall not constitute notice) to:


 


Hunter
Taubman Fischer and Li LLC

48 Wall Street, Suite 1100


New
York, NY 10005

Attn: Lou Taubman





Guillaume
de Sampigny





Facsimile:
(212) 202-6380


 


If
to the Company:


 


Yotta
Acquisition Corporation





1185
Avenue of the Americas, Suite 301





New
York, NY 10036





Attn:
Hui Chen, Chief Executive Officer


 


with
a copy (which copy shall not constitute notice) to:


 


Loeb
& Loeb LLP





345
Park Avenue





New
York, NY 10154





Attn:
Giovanni Caruso, Esq.





Facsimile:
(212) 407-4990


 


18.
No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the
prior written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding
on the parties hereto and any successors and assigns thereof.


 


19.
The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO.


 


[Signature
Page Follows]


 






    6


     


    

 


	Sincerely,	 
	 	 
	By:	 	 
	 	Name
    of Insider:	 










 


Signature Page to Letter
Agreement


 





    7