Exhibit
10.6


 


[●],
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”), and one warrant (the “Warrants”)
entitling its holder to purchase one share of common stock, at $10.00 per Placement Unit, 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 31,500 Over-Allotment Units, or a maximum purchase price of $315,000 (“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 12 months from the closing of the IPO (or up to 18 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:	 
	 	Name:	Chen
Chen
	 	Title:	Member


 


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



 


Signature
Page to Private Placement Units Subscription Agreement


 





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