Exhibit 10.6


 


April 19,
2022


 


Yotta
Acquisition Corporation


1185
Avenue of the Americas, Suite 301


New
York, NY 10036


 


Ladies
and Gentlemen:


 


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


 


The
undersigned hereby commits that it will purchase 313,500 units of the Company (“Placement Units”), each Placement
Unit consisting of one share of common stock of the Company, $0.0001 par value (the “Common Stock”), one warrant (the
“Warrant”) entitling its holder to purchase one share of common stock, at $10.00 per Placement Unit, and one right
(the “Right”) to receive one-tenth of one share of common stock at the Business Combination, for a purchase price
of $3,135,000 (the “Placement Unit Purchase Price”).


 


The
undersigned hereby agrees that it will purchase an additional amount of units of the Company (“Over-Allotment Units”),
up to a maximum of 30,000 Over-Allotment Units, or a maximum purchase price of $300,000 (“Over-Allotment Unit Purchase Price”,
together with the Placement Unit Purchase Price, the “Purchase Price”), in the event that Chardan Capital Markets,
LLC (the “Underwriter”) exercises its over-allotment option, such that the amount held in the trust account (as described
in the Registration Statement, the “Trust Account”) does not fall below $10.00 per share for each share of Common
Stock sold in the IPO.


 


At
least twenty-four (24) hours prior to the pricing of the IPO, the undersigned will cause the Purchase Price to be delivered to
an escrow account with Loeb & Loeb LLP (“Loeb”).


 


The
consummation of the purchase and issuance of the Placement Units shall occur simultaneously with the consummation of the IPO and
the consummation of the purchase and issuance of the Over-Allotment Units shall occur simultaneously with the closing of any exercise
of the over-allotment option related to the IPO. Simultaneously with or prior to the consummation of the IPO, Loeb shall deposit
the Private Unit Purchase Price, without interest or deduction, into the Trust Account.


 


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


 


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


 


		●	to
                                         vote the shares of Common Stock included in the Placement Units and Over-Allotment Units
                                         in favor of any proposed Business Combination;



 



     


     


    

 





		●	not
                                         to propose, or vote in favor of, an amendment to the Company’s Amended and Restated
                                         Certificate of Incorporation (the “Certificate of Incorporation”) that would
                                         affect the substance or timing of the Company’s obligation to redeem 100% of the
                                         Company’s shares of Common Stock sold in the IPO if the Company does not complete
                                         an initial Business Combination within 9 months from the closing of the IPO (or up to
                                         15 months, as applicable), unless the Company provides the holders of shares of Common
                                         Stock underlying the units sold in the IPO with the opportunity to redeem their shares
                                         of Common Stock upon approval of any such amendment at a per-share price, payable in
                                         cash, equal to the aggregate amount of the Trust Account, including interest earned on
                                         Trust Account and not previously released to the Company to pay the Company’s franchise
                                         and income taxes, divided by the number of then outstanding shares of Common Stock underlying
                                         the units sold in the IPO;



 


		●	not
                                         to convert any shares of Common Stock included in the Placement Units and Over-Allotment
                                         Units into the right to receive cash from the Trust Account in connection with a shareholder
                                         vote to approve either a Business Combination or an amendment to the provisions of the
                                         Certificate of Incorporation, and not to tender any shares of Common Stock included in
                                         the Placement Units and Over-Allotment Units in connection with a tender offer conducted
                                         prior to the closing of a Business Combination;



 


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



 


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



 


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



 


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


 


The
undersigned hereby represents and warrants that:


 


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



 


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



 


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



 






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



 


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



 


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



 


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



 


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



 


[Signature
Page Follows]


 






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


 


	 	Very
    truly yours,
	 	 
	 	YOTTA
    INVESTMENT LLC
	 	 
	 	By:	/s/
    Chen Chen
	 	Name:	Chen
    Chen
	 	Title:	Authorized
    Representative





 


	Accepted
    and Agreed:	 
	 	 
	YOTTA
    ACQUISITION CORPORATION	 
	 	 
	By:	/s/
    Hui Chen	 
	 	Name:	Hui
    Chen	 
	 	Title:	Chief
    Executive Officer	 



 


Signature
Page to Private Placement Units Subscription Agreement


 



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