Exhibit 10.4


 


EXECUTION
VERSION


 


LOCK-UP
AGREEMENT


 


THIS
LOCK-UP AGREEMENT (this “Agreement”) is dated as of October 20, 2022, by and among the undersigned (the “Holder”),
Yotta Acquisition Corporation, a Delaware corporation (“Parent”), and NaturalShrimp, Incorporated, a Nevada
corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings
given such terms in the Merger Agreement (as defined below).


 


BACKGROUND


 


A. Parent,
the Company and Yotta Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”),
entered into a Merger Agreement, dated as of October 20, 2022 (the “Merger Agreement”).


 


B. The
Merger Agreement provides, among other things, that Merger Sub will be merged with and into the Company (the “Merger”)
with the Company becoming a wholly owned subsidiary of Parent and that each outstanding share of common stock, par value $0.0001
per share, of the Company (“Company Common Stock”) will be converted into the right to receive that number
of shares of the common stock, par value $0.0001 per share, of Parent (the “Parent Common Stock”) equal to
the Closing Per Share Merger Consideration, subject to the provisions of the Merger Agreement.


 


C. The
Holder is the record and/or beneficial owner of certain shares of Parent Common Stock or securities that are convertible into,
exercisable for, or exchangeable for shares of Parent Common Stock.


 


D. As
a condition of, and as a material inducement for Parent and the Company to enter into and consummate the transactions contemplated
by the Merger Agreement, the Holder has agreed to execute and deliver this Agreement.  


 


NOW,
THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:


 


AGREEMENT


 


1.
Lock-Up.


 


(a) During
the Lock-up Period (as defined below), the Holder irrevocably agrees that it will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), enter into a transaction that would
have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic
consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled by delivery of any such
Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter
into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any security
of Parent (these actions, collectively, “Transfer”).


 






     


     


    

 
(b) In
furtherance of the foregoing, Parent will (i) place an irrevocable stop order on all Lock-up Shares, including those that may
be covered by a registration statement, and (ii) notify Parent’s transfer agent in writing of the stop order and the restrictions
on such Lock-up Shares under this Agreement and direct Parent’s transfer agent not to process any attempts by the Holder
to resell or transfer any Lock-up Shares, except in compliance with this Agreement.


 


(c) For
purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule
200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements
(including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.


 


(d) For
purpose of this Agreement, the “Lock-up Period” means the period commencing at the Effective Time and ending
on the date that is six months after the date on which the Effective Time occurs.


 


The
restrictions set forth herein shall not apply to:


 


(1)
Transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders,
other equity holders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended);


 


(2)
Transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the
Holder or a member of the Holder’s immediate family or to a charitable organization;


 


(3)
by virtue of the laws of descent and distribution upon death of the Holder;


 


(4)
by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement;


 


(5)
Transfers to a partnership, limited liability company or other entity of which the Holder and/or the Holder’s immediate
family are the legal and beneficial owner of all of the outstanding equity securities or similar interests;


 


(6)
in the case of an entity that is a trust, Transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary
of such trust; and


 


(7)
the entry, by the Holder, at any time after the effective time of the Merger, of any trading plan providing for the sale of
Parent Common Stock by the Holder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act, provided, however,
that such plan does not provide for, or permit, the sale of any Parent Common Stock during the Lock-up Period and no public
announcement or filing is voluntarily made or required to be made regarding such plan during the Lock-up Period;


 


in the case
of clauses (1) through (6) where such transferee agrees to be bound in writing by the terms of this Agreement.


 






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In
addition, after the Closing Date, if there is a Change of Control, then upon the consummation of such Change of Control, all Lock-up
Shares shall be released from the restrictions contained herein. A “Change of Control” means: (a) the sale
of all or substantially all of the consolidated assets of Parent and Parent’s Subsidiaries to a third-party purchaser; (b)
a sale resulting in no less than a majority of the voting power of Parent being held by person that did not own a majority of
the voting power prior to such sale; or (c) a merger, consolidation, recapitalization or reorganization of Parent with or into
a third-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of
the board of directors (or its equivalent) of the resulting entity or its parent company.


 


2.
Representations and Warranties.
Each of the parties hereto, by their respective execution and delivery of this Agreement, hereby represents and warrants to the
others and to all third party beneficiaries of this Agreement that (a) such party has the full right, capacity and authority to
enter into, deliver and perform its respective obligations under this Agreement, (b) this Agreement has been duly executed and
delivered by such party and is a binding and enforceable obligation of such party, enforceable against such party in accordance
with the terms of this Agreement, subject to the Enforceability Exceptions, and (c) the execution, delivery and performance of
such party’s obligations under this Agreement will not conflict with or breach the terms of any other agreement, contract,
commitment or understanding to which such party is a party or to which the assets or securities of such party are bound.


 


3.
Beneficial Ownership. The Holder hereby represents
and warrants that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the
Exchange Act, and the rules and regulations promulgated thereunder), (i) any Company Common Stock or any Company Securities exercisable
for, exchangeable for, or convertible into Company Common Stock, or any economic interest in or derivative of such securities, or (ii)
any Parent Common Stock or any securities of Parent exercisable for, exchangeable for, or convertible into Parent Common Stock, or any
economic interest in or derivative of such securities, other than those securities specified on the signature page hereto. For purposes
of this Agreement, the shares of Parent Common Stock beneficially owned by the Holder as of the Effective Time are collectively referred
to as the “Lock-up Shares.”


 


4.
No Additional Fees/Payment. Other than
the consideration specifically referenced herein, the parties hereto agree that no fee, payment or additional consideration in
any form has been or will be paid to the Holder in connection with this Agreement.


 


5. Termination
of the Merger Agreement. This Agreement shall be binding upon the parties in accordance with Section 8 hereof, but this Agreement
shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the
Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate
and become null and void, and the parties shall not have any rights or obligation hereunder.


 


6.
Notices. Any notices required or permitted
to be sent hereunder shall be given in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized
courier service, (i) if delivered by 5:00 PM Eastern Time on a Business Day, on the date of delivery, and (ii) otherwise on the
first Business Day after such delivery; (b) if by electronic mail or facsimile, on the date of transmission with affirmative confirmation
of receipt; or (c) three Business Days after mailing by prepaid certified or registered mail, return receipt requested. Notices
shall be addressed to the respective parties as follows (excluding telephone numbers, which are for convenience only), or to such
other address as a party shall specify to the others in accordance with these notice provisions:


 






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		(a)	If
                                         to Parent, to:



 


Yotta
Acquisition Corporation


1185
Avenue of the Americas


Suite
301


New
York, NY 10036


Attention:


Email:


 


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


 


Loeb
& Loeb


345
Park Avenue, 19th Floor


New
York, NY 10154


Attention:
Mitchell S. Nussbaum, Esq.


E-mail:
mnussbaum@loeb.com


 


		(b)	If
                                         to the Holder, to the address set forth on the Holder’s signature page hereto,
                                         with a copy, which shall not constitute notice, to:



 


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


Lucosky
Brookman LLP


101
Wood Avenue South, 5th Floor


Woodbridge,
NJ 08830


Attention:
Joseph M. Lucosky, Esq.


Email:
jlucosky@lucbro.com


 


or
to such other address as any party may have furnished to the others in writing in accordance herewith.


 


7.
Captions and Headings. The captions and
headings contained in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction
of any of the provisions of this Agreement.


 


8.
Counterparts; Electronic Signatures. This
Agreement may be executed in counterparts, each of which shall constitute an original, but all of which shall together constitute
one and the same agreement. This Agreement shall become effective upon delivery to each party of an executed counterpart or the
earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need
not individually) bear the signatures of all other parties.


 






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9.
Successors and Assigns. This Agreement
and the terms, covenants, provisions and conditions hereof shall be binding upon, and shall inure to the benefit of, the respective
heirs, successors and assigns of the parties hereto. The Holder hereby acknowledges and agrees that this Agreement is entered
into for the benefit of and is enforceable by Parent and its successors and assigns.


 


10.
Severability. A determination by
a court or other legal authority that any provision of this Agreement is invalid, illegal or unenforceable shall not affect the
validity or enforceability of any other term or provision hereof. The parties shall cooperate in good faith to modify (or cause
such court or other legal authority to modify) this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated
to the greatest extent possible.


 


11.
Amendment. This Agreement may be amended
or modified by written agreement executed by each of the parties hereto.


 


12.
Further Assurances. Each party shall
do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


13.
No Strict Construction. The language used
in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party.


 


14.
Governing Law. The terms and provisions
of this Agreement shall be construed in accordance with the laws of the State of Delaware.


 


15.
Controlling Agreement. To the extent
the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with
a provision in the Merger Agreement, the terms of this Agreement shall control.


 


[Signature
Page Follows] 


 






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IN
WITNESS WHEREOF, the parties hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


		YOTTA ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:	 
	 		Title:	 
	 	 	 
	 	Naturalshrimp, incorporated
	 	 	 
	 	By:	 
	 		Name:	 
	 		Title:	 





 


[Signature
Page to Lock-up Agreement]


 






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IN
WITNESS WHEREOF, the parties hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 





	 	NAME OF HOLDER:
	 	 	 
	 	By:	 
	 	 	Name: 	 
	 	 	Title:	 
	 	 	Address:	 
	 	 	Attention:	 
	 	 	Email:	 
	 	 	 
	 	NUMBER OF LOCK-UP SHARES: __________



 


[Signature
Page to Lock-up Agreement]


 





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