Exhibit 10.2


 


EXECUTION VERSION


 


COMPANY
STOCKHOLDER SUPPORT AGREEMENT


 


This
COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of October 20, 2022 (this “Company Support Agreement”),
is entered into by and among the stockholder named on the signature page hereto (the “Stockholder”), NaturalShrimp
Incorporated, a Nevada corporation (the “Company”), and Yotta Acquisition Corporation, a Delaware corporation
(“Parent”). Capitalized terms used but not defined in this Company Support Agreement shall have the meanings
ascribed to them in the Merger Agreement (as defined below).


 


WHEREAS,
Parent, Yotta Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Parent (“Merger Sub”),
and the Company, are parties to that certain Merger Agreement, dated as of the date hereof (as amended, modified or supplemented
from time to time, the “Merger Agreement”), which provides, among other things, that, in accordance with the
Merger Agreement and Chapter 92A of the Nevada Revised Statutes (the “NRS”), Merger Sub will merge with and
into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent;


 


WHEREAS,
and as a result of the Merger, among other matters, all of the issued and outstanding capital stock of the Company as of immediately
prior to the Effective Time will be converted into the right to receive the Closing Merger Consideration Shares and, if applicable,
the Contingent Merger Consideration Shares as set forth in the Merger Agreement and subject to the Merger Agreement;


 


WHEREAS,
as of the date hereof, the Stockholder owns the number of shares of common stock, par value $0.0001 per share, of the Company
(the “Company Common Stock”) and the number of shares of each series of preferred stock, par value $0.0001
per share, of the Company (the “Company Preferred Stock” and, together with the Company Common Stock, “Company
Capital Stock”), as set forth underneath Stockholder’s name on the signature page hereto (all such shares, or
any successor or additional shares of the Company of which ownership of record or the power to vote is hereafter acquired by the
Stockholder prior to the termination of this Company Support Agreement being referred to herein as the “Stockholder Shares”);


 


WHEREAS,
the Board of Directors of the Company (a) has approved and declared advisable the execution of the Merger Agreement, and the transactions
contemplated thereby, and the Additional Agreements to which the Company is or will be a party including the Merger (collectively,
the “Transactions”) and the performance of its obligations thereunder, on the terms and subject to the conditions
set forth therein, (b) has determined that the Merger Agreement and the Transactions are advisable and in the best interests of
the Company and its stockholders (the “Company Stockholders”), and (c) resolved to recommend that the Company
Stockholders approve the Merger and the Transactions and adopt the Merger Agreement, the Additional Agreements to which it is
or will be a party and the performance of its obligations thereunder; and


 


WHEREAS,
in order to induce Parent to enter into the Merger Agreement, Stockholder is executing and delivering this Company Support Agreement
to Parent.


 


NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be
legally bound hereby, the parties hereby agree as follows:


 


1. Voting
Agreements. Stockholder, solely in its capacity as a Company Stockholder, agrees that, during the term of this Company Support
Agreement, at any meeting of the Company Stockholders related to the Transactions (whether annual or special and whether or not
an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), including any separate
class or series vote thereof, and/or in connection with any written consent of the Company Stockholders related to the Transactions
(all meetings or consents related to the Merger Agreement and/or the Transactions collectively referred to herein as the “Meeting”),
Stockholder shall:


 






     


     


    

 


(a) when
the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the
purpose of establishing a quorum;


 


(b) vote
or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent
to be granted with respect to) all of the Stockholder Shares in favor of the Merger Agreement and the Transactions; and


 


(c) vote
or cause to be voted at the Meeting (or validly execute and return an action by written consent or an action to cause such consent
to be granted with respect to) all of the Stockholder Shares against any other action that would reasonably be expected to (i)
materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, or (ii) result in
a breach of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Company
Support Agreement.


 


2. Restrictions
on Transfer and Related Restrictions. The Stockholder agrees that, during the term of this Company Support Agreement, it shall
not


 


(a) (i)
sell, assign, pledge or otherwise transfer or dispose of, encumber, hedge, swap, convert or utilize a derivative to transfer an
interest in (collectively, a “Transfer”) any of the Stockholder Shares unless the buyer, assignee or transferee thereof
executes a joinder agreement to this Company Support Agreement in a form reasonably acceptable to Parent and the Company, or (ii)
enter into any Contract, option or other binding arrangement (including any profit sharing arrangement with respect to the Transfer
of any Stockholder Shares


 


(b) grant
any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including
pursuant to any loan of the Stockholder Shares) with respect to any Stockholder Shares, or enter into any other Contract with
respect to any Stockholder Shares that would prohibit or prevent the satisfaction of its obligations pursuant to this Company
Support Agreement;


 


(c) take
any action that would make any representation or warranty of the Stockholder herein untrue or incorrect, or have the effect of
preventing or disabling the Stockholder from performing its obligations hereunder;


 


(d) commit
or agree to take any of the foregoing actions or take any other action or enter into any Contract that would reasonably be expected
to make any of its representations or warranties contained herein untrue or incorrect or would have the effect of preventing or
delaying the Stockholder from performing any of its obligations hereunder; or


 


(e) publicly
announce any intention to effect any such transaction specified in this Section 2.


 


The
Company agrees that it shall not register any sale, assignment or transfer of the Stockholder Shares on the Company’s stock
ledger (book entry or otherwise) that is not in compliance with this Section 2.


 






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3. New
Securities. During the term of this Company Support Agreement, in the event that, (a) any shares of Company Capital Stock
or other equity securities of the Company are issued to the Stockholder after the date of this Company Support Agreement pursuant
to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of the Company securities owned
by the Stockholder, (b) the Stockholder purchases or otherwise acquires beneficial ownership of any shares of Company Capital
Stock or other equity securities of the Company after the date of this Company Support Agreement, or (c) the Stockholder acquires
the right to vote or share in the voting of any Company Capital Stock or other equity securities of the Company after the date
of this Company Support Agreement (such Company Capital Stock and other equity securities of the Company, collectively the “New
Securities”), then such New Securities acquired or purchased by the Stockholder shall be subject to the terms of this
Company Support Agreement to the same extent as if they constituted the Stockholder Shares as of the date hereof.


 


4. No
Challenge. Stockholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary
to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the
Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation
of, any provision of this Company Support Agreement or (b) alleging a breach of any fiduciary duty of any Person in connection
with the evaluation, negotiation or entry into the Merger Agreement.


 


5. Waiver.
Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights of appraisal, dissenter’s
rights and any similar rights under applicable law (including Section NRS 92A.380 of the NRS) relating to the Merger and the consummation
of the Transactions, including any notice requirements.


 


6. Consent
to Disclosure. Stockholder hereby consents to the publication and disclosure in the Form S-4 and the Proxy Statement (and,
as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other
documents or communications provided by Parent or the Company to any Authority or to securityholders of Parent or the Company)
of Stockholder’s identity and beneficial ownership of Stockholder Shares and the nature of Stockholder’s commitments,
arrangements and understandings under and relating to this Company Support Agreement and, if deemed appropriate by Parent or the
Company, a copy of this Company Support Agreement. Stockholder will promptly provide any information reasonably requested by Parent
or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including
filings with the SEC). Stockholder shall not issue any press release or otherwise make any public statements with respect to the
Transactions or the transactions contemplated herein without the prior written approval of the Company and Parent.


 


7. Stockholder
Representations: Stockholder represents and warrants to Parent and the Company, as of the date hereof, that:


 


(a) Stockholder
has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities
or commodities license or registration denied, suspended or revoked;


 


(b) Stockholder
has full right and power, without violating any agreement to which it is bound (including any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Company Support Agreement;


 






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(c) Stockholder’s
signature on this Company Support Agreement is genuine, and Stockholder has legal competence and capacity to execute the same
and if any shares beneficially owned by the Stockholder are held by an entity that is not an individual, such entity is duly organized,
validly existing and in good standing under the Laws of the jurisdiction in which it was organized, and the execution, deli very
and performance of this Company Support Agreement and the consummation of the transactions contemplated hereby are within the
Stockholder’s organizational powers and have been duly authorized by all necessary organizational actions on the part of
the Stockholder;


 


(d) this
Company Support Agreement has been duly executed and delivered by Stockholder and, assuming due authorization, execution and delivery
by the other parties to this Company Support Agreement, this Company Support Agreement constitutes a legally valid and binding
obligation of Stockholder, enforceable against Stockholder in accordance with the terms hereof (except as enforceability may be
limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the
availability of specific performance and other equitable remedies);


 


(e) the
execution and delivery of this Company Support Agreement by Stockholder does not, and the performance by Stockholder of its obligations
hereunder will not require any consent or approval from any third party that has not been given or other action that has not been
taken by any third party, in each case, to the extent such consent, approval or other action would prevent, enjoin or materially
delay the performance by Stockholder of its obligations under this Company Support Agreement;


 


(f) there
are no Actions pending against Stockholder or, to the knowledge of Stockholder, threatened against Stockholder, before (or, in
the case of threatened Actions, that would be before) any Authority, that in any manner challenges or seeks to prevent, enjoin
or materially delay the performance by Stockholder of Stockholder’s obligations under this Company Support Agreement;


 


(g) no
broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in
connection with this Company Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements
made by or on behalf of the Stockholder;


 


(h) Stockholder
has had the opportunity to read the Merger Agreement and this Company Support Agreement and has had the opportunity to consult
with Stockholder’s tax and legal advisors;


 


(i) Stockholder
has not entered into, and shall not enter into, any agreement that would prevent Stockholder from performing any of Stockholder’s
obligations hereunder;


 


(j) Stockholder
has good title to the Stockholder Shares underneath Stockholder’s name on the signature page hereto, free and clear of any
Liens other than Permitted Liens and Liens under the Company’s Articles of Incorporation and/or Bylaws and investment documents
with the Company, and Stockholder has the sole power to vote or cause to be voted the Stockholder Shares; and


 


(k) the
Stockholder Shares are the only shares of the Company’s outstanding capital stock owned of record or beneficially owned
by the Stockholder as of the date hereof, and none of the Stockholder Shares are subject to any proxy, voting trust or other agreement
or arrangement with respect to the voting of the Stockholder Shares that is inconsistent with Stockholder’s obligations
pursuant to this Company Support Agreement.


 






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8. Conversion
of Preferred Stock. The Stockholder agrees to take all actions necessary to convert all of its shares of Company Preferred
Stock of the Company into shares of Company Common Stock within the time period set forth in the Merger Agreement, including by
delivering any conversion election notice to the Company or voting in favor of any amendments to the Company’s Articles
of Incorporation or the Certificate of Designations of any series of Company Preferred Stock.


 


9. Specific
Performance. The Stockholder hereby agrees and acknowledges that (a) Parent and the Company would be irreparably injured in
the event of a breach by the Stockholder of its obligations under this Company Support Agreement, (b) monetary damages may not
be an adequate remedy for such breach and (c) Parent and the Company shall be entitled to obtain injunctive relief, in addition
to any other remedy that such party may have in law or in equity, in the event of such breach or anticipated breach, without the
requirement to post any bond or other security or to prove that money damages would be inadequate.


 


10. Entire
Agreement; Amendment; Waiver. This Company Support Agreement and the other agreements referenced herein constitute the entire
agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings,
agreements or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby provided, that, for the avoidance of doubt, the foregoing shall not affect
the rights and obligations of the parties under the Merger Agreement or any Additional Agreement. This Company Support Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision,
except by a written instrument executed by all parties hereto. No failure or delay by a party in exercising any right hereunder
shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Company Support Agreement,
in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition,
or provision.


 


11. Binding
Effect; Assignment; Third Parties. This Company Support Agreement and all of the provisions hereof shall be binding upon and
inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Company Support Agreement
and all obligations of Stockholder are personal to Stockholder and may not be assigned, transferred or delegated by Stockholder
at any time without the prior written consent of Parent and the Company, and any purported assignment, transfer or delegation
without such consent shall be null and void ab initio. Nothing contained in this Company Support Agreement or in any instrument
or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed
to have been executed for the benefit of, any Person that is not a party hereto or thereto or a successor or permitted assign
of such a party.


 


12. Counterparts.
This Company Support Agreement may be executed in any number of original, electronic or facsimile counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and
the same instrument.


 


13. Severability.
This Company Support Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of this Company Support Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Company Support Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible
and be valid and enforceable.


 






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14. Governing
Law; Jurisdiction; Jury Trial Waiver. Sections 11.7 (Governing Law), 11.15 (Waiver of Jury Trial), 11.16 (Submission
to Jurisdiction) and 11.17 (Remedies) of the Merger Agreement are incorporated by reference herein to apply with full force to
any disputes arising under this Company Support Agreement.


 


15. Notice.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Company Support Agreement
shall be in writing and shall be sent or given in accordance with the terms of Section 11.1 (Notices) of the Merger Agreement
to the applicable party, with respect to the Company and Parent, at the respective addresses set forth in Section 11.1 of
the Merger Agreement, and, with respect to the Stockholder, at the address set forth underneath Stockholder’s name on the
signature page hereto.


 


16. Termination.
This Company Support Agreement shall become effective upon the date hereof and shall automatically terminate, and none of Parent,
the Company or Stockholder shall have any rights or obligations hereunder, on the earliest of (a) the mutual written consent of
Parent, the Company and the Stockholder, (b) the Closing (following the performance of the obligations of the parties hereunder
required to be performed at or prior to the Closing), or (c) the termination of the Merger Agreement in accordance with its terms.
No such termination shall relieve the Stockholder, Parent or the Company from any liability resulting from a breach of this Company
Support Agreement occurring prior to such termination. Notwithstanding anything to the contrary herein, the provisions of this
Section 16 shall survive the termination of this Company Support Agreement.


 


17. Further
Actions. Each of the parties hereto agrees to execute and deliver hereafter any further document, agreement or instrument
of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof and as may be reasonably
requested in writing by another party hereto.


 


18. Expenses.
The Stockholder shall be responsible for its own fees and expenses (including the fees and expenses of investment bankers,
accountants and counsel) in connection with the entering into of this Company Support Agreement, the performance of its obligations
hereunder and the consummation of the transactions contemplated hereby, and the payment of the fees and expenses of the Company and
the Parent in connection herewith shall be governed by the provisions of Section 11.5 (Expenses) of the Merger Agreement, which
is incorporated herein by reference; provided, that in the event of any Action arising out of or relating to this Company Support
Agreement, the non-prevailing party in any such Action will pay its own expenses and the reasonable documented out-of-pocket
expenses, including reasonable attorneys’ fees and costs, reasonably incurred by the prevailing party.


 


19. Interpretation.
The titles and subtitles used in this Company Support Agreement are for convenience only and are not to be considered in construing
or interpreting this Company Support Agreement. In this Company Support Agreement, unless the context otherwise requires: (i)
any pronoun used shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns
and verbs shall include the plural and vice versa; (ii) the term “including” (and with correlative meaning “include”)
shall be deemed in each case to be followed by the words “without limitation”; and (iii) the words “herein,”
“hereto,” and “hereby” and other words of similar import shall be deemed in each case to refer to this
Company Support Agreement as a whole and not to any particular section or other subdivision of this Company Support Agreement.
The parties have participated jointly in the negotiation and drafting of this Company Support Agreement. Consequently, in the
event an ambiguity or question of intent or interpretation arises, this Company Support Agreement shall be construed as if drafted
jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of
the authorship of any provision of this Company Support Agreement.


 






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20. No
Partnership, Agency or Joint Venture. This Company Support Agreement is intended to create a contractual relationship among
Stockholder, the Company and Parent, and is not intended to create, and does not create, any agency, partnership, joint venture
or any like relationship among the parties hereto. Stockholder has acted independently regarding its decision to enter into this
Company Support Agreement. Nothing contained in this Company Support Agreement shall be deemed to vest in the Company or Parent
any direct or indirect ownership or incidence of ownership of or with respect to any Stockholder Shares. All rights, ownership
and economic benefits of and relating to the Stockholder Shares shall remain vested in and belong to Stockholder, and neither
Company nor Parent shall have any authority to direct Stockholder in the voting or disposition of any Stockholder Shares, except
as otherwise provided herein.


 


21. Capacity
as Stockholder. Stockholder signs this Company Support Agreement solely in Stockholder’s capacity as a Company Stockholder
and not in any other capacity. Nothing herein shall be construed to limit or affect any actions or inactions by Stockholder or
any representative of Stockholder, as applicable, serving as a director of the Company or any Subsidiary of the Company, acting
in such Person’s capacity as a director of the Company or any Subsidiary of the Company.


 


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IN
WITNESS WHEREOF, the parties have executed this Company Support Agreement as of the date first written above.


 


	 	The Company:
	 	 	 
	 	NATURALSHRIMP INCORPORATED
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


{Signature
Page to Company Stockholder Support Agreement}


 






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IN
WITNESS WHEREOF, the parties have executed this Company Support Agreement as of the date first written above.


 




	 	Parent:
	 	 	 
	 	YOTTA ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	Name:	Hui Chen
	 	Title:	Chief Executive
Officer



 


{Signature
Page to Company Stockholder Support Agreement}


 






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Stockholder:


 


[_________________________________]


 


	By: 	 	 
	Name:	 	 
	Title:	 	 



 


	Number and Type of Shares:	 	 
	 	 	 
	Shares of Company Common Stock:	 	 
	 	 	 	 
	Shares of Company Preferred Stock:	 	 
	 	 	 
	 	Series A Convertible Preferred
    Stock: 	 	 
	 	 	 	 
	 	Series B Convertible Preferred Stock:	 	 
	 	 	 	 
	 	Series D Convertible Preferred Stock:	 	 
	 	 	 	 
	 	Series E Convertible Preferred Stock:	 	 
	 	 	 	 
	 	Series F Convertible Preferred Stock:	 	 



 


	Address for Notice:	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Facsimile No.:	 	 
	 	 	 
	Telephone No.: 	 	 
	 	 	 
	Email:	 	:




 


{Signature
Page to Company Stockholder Support Agreement}


 





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