Exhibit 10.4


 


STOCK
ESCROW AGREEMENT


 


This
STOCK ESCROW AGREEMENT, dated as of April 19, 2022 (“Agreement”), by and among Yotta Acquisition Corporation,
a Delaware corporation (“Company”), the initial shareholders listed on the signature pages hereto (collectively, the
“Initial Shareholders”), and Continental Stock Transfer & Trust Company (the “Escrow Agent”).


 


WHEREAS,
the Company has entered into an Underwriting Agreement, dated as of April 19, 2022 (“Underwriting Agreement”),
with Chardan Capital Markets LLC (“Chardan”) acting as representative of the several underwriters (collectively, the
“Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to purchase 10,000,000 units
(“Units”) of the Company, plus an additional 1,500,000 Units if the Underwriters exercise their over-allotment option
in full. Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”),
one redeemable warrant, each redeemable warrant entitling its holder to purchase one share of Common Stock at an exercise price
of $11.50 per full share of Common Stock, and one right to receive one-tenth (1/10) of a share of common stock upon the consummation
of an initial business combination, all as more fully described in the Company’s final Prospectus, dated April 19,
2022 (“Prospectus”), comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-263415)
under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on April 19, 2022
(“Effective Date”).


 


WHEREAS,
the Initial Shareholders have agreed as a condition of the sale of the Units to deposit their Insider Shares (as defined in the
Prospectus), as set forth opposite their respective names on Exhibit A attached hereto (collectively “Escrow Shares”),
in escrow as hereinafter provided.


 


WHEREAS,
the Company and the Initial Shareholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed
as hereinafter provided.


 


IT
IS AGREED:


 


1.
Appointment of Escrow Agent. The Company and the Initial Shareholders hereby appoint the Escrow Agent to act in accordance
with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance
with and subject to such terms.


 


2.
Deposit of Escrow Shares. On or prior to the date hereof, each of the Initial Shareholders delivered to the Escrow Agent
certificates representing such Initial Shareholder’s respective Escrow Shares, together with applicable share powers, to
be held and disbursed subject to the terms and conditions of this Agreement. Each of the Initial Shareholders acknowledges that
the certificate representing such Initial Shareholder’s Escrow Shares is legended to reflect the deposit of such Escrow
Shares under this Agreement.


 


3.
Disbursement of the Escrow Shares.


 


3.1
The Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof
and (i) for 50% of the Escrow Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s
initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and
(y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits,
stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after
the Company’s initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending six months after
the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation
of a Business Combination to the Escrow Agent. The Company, or its successor, shall provide a written notice to the Escrow Agenet
when the condition (i)(y) is met. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial
Shareholder’s Escrow Shares (and any applicable share power) to such Initial Shareholder; provided, however, that if the
Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during
the Escrow Period, then the Escrow Agent shall promptly cancel the certificates representing the Escrow Shares; provided further,
however, that if, within six months after the Company consummates an initial Business Combination, the Company (or the surviving
entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the
shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property,
then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized
officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated
or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow Agent
shall have no further duties hereunder after the disbursement or cancellation of the Escrow Shares in accordance with this Section 3.1.


 






     


     


    

 


3.2
Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000
Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the sponsor,
Yotta Investment LLC, agrees that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow
Shares held by it determined by multiplying (a) the product of (i) 375,000, by (b) a fraction, (i) the numerator of which is 1,500,000
minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and
(ii) the denominator of which is 1,500,000. The Company shall promptly provide notice of the expiration or termination of the
Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their
exercise thereof, and the applicable calculations of the number of Escrow Shares that shall be released for cancellation to the
Escrow Agent.


 


4.
Rights of Initial Shareholders in Escrow Shares.


 


4.1
Voting Rights as a Shareholder. Subject to the terms of the Insider Letters described in Section 4.4 hereof and except
as herein provided, the Initial Shareholders shall retain all of their rights as shareholders of the Company during the Escrow
Period, including, without limitation, the right to vote such shares.


 


4.2
Dividends and Other Distributions in Respect of the Escrow Shares. During the Escrow Period, all dividends payable in cash
with respect to the Escrow Shares shall be paid to the Initial Shareholders, but all dividends payable in stock or other non-cash
property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof.
As used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed thereon, if
any.


 


4.3
Restrictions on Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be (1) to the
Company’s pre-IPO stockholders or their respective affiliates, or to the Company’s offices, directors, advisors and
employees, (2) if the Initial Shareholder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation,
(3) by bona fide gift to a member of the Initial Shareholder’s immediate family or to a trust, the beneficiary of which
is the Initial Shareholder or a member of the Initial Shareholder’s immediate family for estate planning purposes, (4) by
virtue of the laws of descent and distribution upon death of the Initial Shareholder, (5) pursuant to a qualified domestic relations
order, (6) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (7)
by private sales at prices no greater than the price at which the Insider Shares were originally purchased, (8) in connection
with the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants
were originally purchased, or 9) for the cancellation of up to 375,000 shares of Common Stock subject to forfeiture to the extent
that the Underwriters’ over-allotment is not exercised in full or in part or in connection with the consummation of our
initial Business Combination, in each case (except for clause 9 or with our prior consent) on the condition that such transfers
may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this
Agreement and of the Insider Letter (as defined below) signed by the Initial Shareholder transferring the Escrow Shares.


 


4.4
Insider Letters. Each of the Initial Shareholders has executed a letter agreement with Chardan and the Company, dated as
indicated on Exhibit B hereto, and the form of which is filed as an exhibit to the Registration Statement (“Insider
Letter”), respecting the rights and obligations of such Initial Shareholder in certain events, including but not limited
to the liquidation of the Company.


 


5.
Concerning the Escrow Agent.


 


5.1
Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the
exercise of its own best judgment, and 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 Escrow Agent), 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 Escrow Agent in good faith to be genuine and
to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any
waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent
signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given
its prior written consent thereto.


 






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5.2
Indemnification. The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses,
including counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding
involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the
Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence
or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or
the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the
event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader
in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the
clerk of any appropriate court or it may retain the Escrow Shares pending receipt of a final, non-appealable order of a court
having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Shares are to be
disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged
pursuant to Sections 5.5 or 5.6 below.


 


5.3
Compensation. The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered
by it hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by
it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’
fees and disbursements and all taxes or other governmental charges.


 


5.4
Further Assurances. From time to time on and after the date hereof, the Company and the Initial Shareholders shall deliver
or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further
acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement,
to evidence compliance herewith or to assure itself that it is protected in acting hereunder.


 


5.5
Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its
giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation
shall become effective at such time that the Escrow Agent shall turn over, to a successor escrow agent appointed by the Company
and approved by the Representative, which approval will not be unreasonably withheld, conditioned or delayed, the Escrow Shares
held hereunder. If no new escrow agent is so appointed within the 60-day period following the giving of such notice of resignation,
the Escrow Agent may deposit the Escrow Shares with any court it reasonably deems appropriate.


 


5.6
Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if
so requested in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become
effective only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.


 


5.7
Liability. Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder
for its own gross negligence or its own willful misconduct.


 


5.8
Waiver. The Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


6.
Miscellaneous.


 


6.1
Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed 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.


 






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6.2
Third Party Beneficiaries. Each of the Initial Shareholders hereby acknowledges that Chardan is a third-party beneficiary
of this Agreement and this Agreement may not be modified or changed without the prior written consent of Chardan.


 


6.3
Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof
and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to the
change, Chardan and the Escrow Agent.


 


6.4
Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning
or interpretation thereof.


 


6.5
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal
representatives, successors and assigns, including the holders who receive the Escrow Shares pursuant to Section 4.3, if any.


 


6.6
Notices. Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered
personally or be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid,
and shall be deemed given when so delivered personally or, if mailed, two days after the date of mailing, as follows:


 


	 	If
    to the Company, to:	Yotta
    Acquisition Corporation
	 	 	1185
    Avenue of the Americas, Suite 301
	 	 	New
    York, NY 10036
	 	 	Attn:
    Hui Chen, Chief Executive Officer



 

	 	If
    to a Shareholder, to his address set forth in Exhibit A.


 


	 	and
    if to the Escrow Agent, to:	Continental
    Stock Transfer & Trust Company
	 	 	Attn:
    Legal Department 

    1 State Street, 30th Floor
	 	 	New
                                            York, NY 10004-1561

        Compliance@continentalstock.com

	 	 	 
	 	A
    copy (which copy shall not constitute notice) sent hereunder shall be sent to:


 


	 	 	Chardan
    Capital Markets LLC
	 	 	17
    State Street, Suite 2130
	 	 	New
    York, NY 10004
	 	 	Attn:
    Shai Gerson
	 	 	Facsimile:
    (646) 465-9039


 


	 	and:	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


 


	 	and:	Loeb
    & Loeb LLP
	 	 	345
    Park Avenue
	 	 	New
    York, New York 10154
	 	 	Attn:
    Giovanni Caruso, Esq.

    Facsimile: (212) 407-4990


 


The
parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to
any such change in the manner provided herein for giving notice.


 






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6.7
Liquidation of the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution
of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the
Prospectus.


 


WITNESS
the execution of this Agreement as of the date first above written.


 


	 	COMPANY:
	 	 
	 	YOTTA
    ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/
Hui Chen
	 	 	Name:	Hui
    Chen
	 	 	Title:	Chief Executive
    Officer


 


	 	INITIAL
    SHAREHOLDERS:
	 	 
	 	Yotta
    Investment LLC
	 	 
	 	/s/
Chen Chen
	 	Name:	Chen
    Chen
	 	Title:	Authorized Representative
    


 


	 	/s/
Robert Labbe
	 	Robert
    Labbe
	 	 
	 	/s/
Brandon Miller
	 	Brandon Miller
	 	 
	 	/s/
Michael Lazar
	 	Michael Lazar
	 	 
	 	/s/
Daniel McCabe
	 	Daniel McCabe


 


	 	ESCROW
    AGENT:
	 	 
	 	Continental
    Stock Transfer & Trust Company
	 	 
	 	By:	/s/
Douglas Reed
	 	 	Name:
    	Douglas
Reed
	 	 	Title:	Vice
President


 


Signature
Page to Stock Escrow Agreement


 






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EXHIBIT
A


 


Initial
Shareholders


 


	Name
    and Address of Initial1 Shareholder	 	Number of

    Shares	 	 	Date of Insider

    Letter	 
	Yotta Investment LLC	 	 	2,858,333	 	 	April 19, 2022	 
	Robert Labbe	 	 	6,667	 	 	April 19, 2022	 
	Brandon Miller	 	 	3,333	 	 	April 19, 2022	 
	Michael Lazar	 	 	3,333	 	 	April 19, 2022	 
	Daniel McCabe	 	 	3,333	 	 	April 19, 2022	 



 


 






		1	The address of each
    of the individuals is c/o, Yotta Acquisition Corporation, 1185 Avenue of the Americas, Suite 301, New York, NY 10036.


 






    A-1


     


    

 


EXHIBIT
B


 


Insider
Letter


 



    B-1