Exhibit 10.1


 


April
19, 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 (“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.


 


3. 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.


 


4. 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.


 






     


     


    

 


5. 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.


 


6. 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.


 


7. 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.


 


8. 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. 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:


 


		(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;



 






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		(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;



 


		(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;



 






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		(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



 


		(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.



 


9.
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.


 


10.
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.


 


11.
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.


 


12.
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.


 






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13.
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) “Registration Statement”
means the registration statement on Form S-1 filed by the Company with respect to the IPO; and (vi) “Trust Fund”
shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.


 


14.
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.


 


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


 


15.
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.


 






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16.
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]


 






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	Sincerely,	 
	 	 
	By:	/s/
    Hui Chen	 
	 	Name
                                            of Insider: Hui Chen
	 


 


	By:	/s/
    Robert Labbe	 
	 	Name
    of Insider: Robert Labbe	 



 

	By:	/s/
    Brandon Miller	 
	 	Name
    of Insider: Brandon Miller	 



 

	By:	/s/
    Daniel M. McCabe	 
	 	Name
    of Insider: Daniel M. McCabe	 



 

	By:	/s/
    Michael Lazar	 
	 	Name
    of Insider: Michael Lazar	 



 


Signature
Page to Letter Agreement 


 






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