Exhibit
10.3


 


STOCK
ESCROW AGREEMENT


 


This
STOCK ESCROW AGREEMENT, dated as of [*], 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 VStock Transfer, LLC (the “Escrow Agent”).


 


WHEREAS,
the Company has entered into an Underwriting Agreement, dated as of [*], 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 6,000,000 units (“Units”) of the Company,
plus an additional 900,000 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”), and 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, all
as more fully described in the Company’s final Prospectus, dated [*], 2022 (“Prospectus”), comprising part of the Company’s
Registration Statement on Form S-1 (File No. 333-[*]) under the Securities Act of 1933, as amended (“Registration Statement”),
declared effective on [*], 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 900,000 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) 225,000, by (b) a fraction, (i) the numerator of which is 900,000 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 900,000. 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 calcualtions 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
225,000 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. 


 





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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. 


 


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.


 





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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.


 


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:	VStock
    Transfer, LLC 
	 	 	Attn:
    Chief Executive Officer
	 	 	18 Lafayette
    Place 
	 	 	Woodmere,
    New York 11598
	 	 	 
	 	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


 






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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.


 


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.


 


[Signature
Page Follows]


 





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


 


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


 


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


 


	 	 
	 	Robert Labbe
	 	 
	 	 
	 	Brandon Miller
	 	 
	 	 
	 	Michael Lazar
	 	 
	 	 
	 	Daniel McCabe


 


	 	ESCROW
                                            AGENT:

	 	 
	 	VStock Transfer, LLC
	 	 
	 	By:	 
	 	 	Name: 	 
	 	 	Title:	 


 


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	 	 	1,715,000	 	 	[*],2022	 
	Robert
    Labbe	 	 	4,000	 	 	[*],2022	 
	Brandon
    Miller	 	 	2,000	 	 	[*],2022	 
	Michael
    Lazar	 	 	2,000	 	 	[*],2022	 
	Daniel
    McCabe	 	 	2,000	 	 	[*],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