Standard Contracts
INDEMNITY AGREEMENTIndemnification Agreement • April 22nd, 2022 • Yotta Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of April 19, 2022, by and between Yotta Acquisition Corporation, a Delaware corporation (the “Company”), and Hui Chen (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • April 22nd, 2022 • Yotta Acquisition Corp • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of April 19, 2022 between Yotta Acquisition Corporation, a Delaware corporation, with offices at 1185 Avenue of the Americas, Suite 301, New York, NY 10036 (the “Company”), and Continental Stock Transfer & Trust Company, as warrant agent (“Warrant Agent”).
10,000,000 Units Yotta Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2022 • Yotta Acquisition Corp • Blank checks • New York
The undersigned, Yotta Acquisition Corporation, a blank check company incorporated under the laws of Delaware (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 22nd, 2024 • Yotta Acquisition Corp • Agricultural prod-livestock & animal specialties
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August [ ], 2024, by and among Yotta Acquisition Corporation, a Delaware corporation (the “Company”), certain stockholders of DRIVEiT Financial Auto Group, Inc., a Maryland corporation (“DRIVEiT”), listed on the signature page hereto (the “DRIVEiT Investors”), and the Founder Holders (as defined below, and together with the DRIVEiT Investors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively, the “Investors”).
April 19, 2022 Yotta Acquisition Corporation New York, NY 10036Underwriting Agreement • April 22nd, 2022 • Yotta Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Yotta Acquisition Corporation, a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock of the Company, $0.0001 par value (the “Common Stock”), one redeemable warrant, each warrant entitling its holder to purchase one share of Common Stock at an exercise price of $11.50 per full share (the “Warrants”), and one right to receive one-tenth of one share of Common Stock upon the consummation of an initial business combination. Certain capitalized terms used herein are defined in paragraph 16 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 22nd, 2022 • Yotta Acquisition Corp • Blank checks • New York
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
April 19, 2022 Yotta Acquisition Corporation New York, NY 10036Underwriting Agreement • April 22nd, 2022 • Yotta Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Yotta Acquisition Corporation, a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock of the Company, $0.0001 par value (the “Common Stock”), one redeemable warrant, each warrant entitling its holder to purchase one share of Common Stock at an exercise price of $11.50 per full share (the “Warrants”), and one right to receive one-tenth of one share of Common Stock upon the consummation of an initial business combination. Certain capitalized terms used herein are defined in paragraph 16 hereof.
RIGHTS AGREEMENTRights Agreement • April 22nd, 2022 • Yotta Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of April 19, 2022 between Yotta Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the “Rights Agent”).
MERGER AGREEMENTMerger Agreement • October 25th, 2022 • Yotta Acquisition Corp • Blank checks • Delaware
This MERGER AGREEMENT dated as of October 24, 2022 (this “Agreement”), is by and among NaturalShrimp Incorporated, a Nevada corporation (the “Company”), Yotta Acquisition Corporation, a Delaware corporation (“Parent”), and Yotta Merger Sub, Inc., a Nevada corporation (“Merger Sub”) and wholly-owned subsidiary of Parent.
LOCK-UP AGREEMENTLock-Up Agreement • October 25th, 2022 • Yotta Acquisition Corp • Blank checks • Delaware
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).
LOCK-UP AGREEMENTLock-Up Agreement • August 22nd, 2024 • Yotta Acquisition Corp • Agricultural prod-livestock & animal specialties
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of August [ ], 2024 by and between the undersigned stockholder (the “Holder”) and Yotta Acquisition Corporation, a Delaware corporation (“Parent”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 25th, 2022 • Yotta Acquisition Corp • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of October 20, 2022 (this “Sponsor Support Agreement”), is entered into by and among Yotta Acquisition Corporation, a Delaware corporation (“Parent”), Yotta Investments LLC, a Delaware limited liability company (the “Sponsor”), and NaturalShrimp Incorporated, a Nevada corporation (the “Company”). Capitalized terms used but not defined in this Sponsor Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
MERGER AGREEMENT dated August 20, 2024 by and among DRIVEIT FINANCIAL AUTO GROUP, INC. YOTTA ACQUISITION CORPORATION and YOTTA Merger Sub Inc.Merger Agreement • August 22nd, 2024 • Yotta Acquisition Corp • Agricultural prod-livestock & animal specialties • Delaware
This MERGER AGREEMENT, dated as of August 20, 2024 (this “Agreement”), by and among DRIVEiT Financial Auto Group, Inc., a Maryland corporation (the “Company”), Yotta Acquisition Corporation, a Delaware corporation (“Parent”), and Yotta Merger Sub Inc., a Maryland corporation and wholly-owned subsidiary of Parent (“Merger Sub”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 22nd, 2022 • Yotta Acquisition Corp • Blank checks • New York
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”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 12th, 2022 • Yotta Acquisition Corp • Blank checks • New York
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 Continental Stock Transfer & Trust Company (the “Escrow Agent”).
PARENT STOCKHOLDER SUPPORT AGREEMENTParent Stockholder Support Agreement • August 22nd, 2024 • Yotta Acquisition Corp • Agricultural prod-livestock & animal specialties
This PARENT STOCKHOLDER SUPPORT AGREEMENT, dated as of August 20, 2024 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), DRIVEiT Financial Auto Group, Inc., a Maryland corporation (the “Company”), and Yotta Acquisition Corporation, a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • August 22nd, 2024 • Yotta Acquisition Corp • Agricultural prod-livestock & animal specialties
This COMPANY SUPPORT AGREEMENT, dated as of August 20, 2024 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), DRIVEiT Financial Auto Group, Inc., a Maryland corporation (the “Company”), and Yotta Acquisition Corporation, a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
NON-REDEMPTION AGREEMENT This Non-Redemption Agreement is dated as of September [ ], 2023.Non-Redemption Agreement • September 22nd, 2023 • Yotta Acquisition Corp • Agricultural prod-livestock & animal specialties
Investor Agreements: Investor represents that it owned as of August 7, 2023, the record date for the SPAC’s special meeting to be held on September 22, 2023, with respect to the SPAC’s stockholder vote in connection with amendments of SPAC’s Amended and Restated Certificate of Incorporation and the Trust Agreement to extend the date by which the SPAC must consummate an initial business combination from September 2022, 2023 to August 22, 2024 (the “Extension”) and remove the net tangible assets provisions (the “NTA Amendment”), as more fully described in the proxy statement of SPAC dated September 11, 2023 _________ shares of the common stock, par value $0.0001 per share, (the “Investor Shares”) of SPAC.
AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 26th, 2024 • Yotta Acquisition Corp • Agricultural prod-livestock & animal specialties
This Amendment No. 3 (this “Amendment”), dated as of August 22, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Yotta Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 20th, 2023 • Yotta Acquisition Corp • Agricultural prod-livestock & animal specialties
This Amendment No. 1 (this “Amendment”), dated as of April 19, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Yotta Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
SPONSOR FORFEITURE AGREEMENTSponsor Forfeiture Agreement • August 22nd, 2024 • Yotta Acquisition Corp • Agricultural prod-livestock & animal specialties
This Sponsor Forfeiture Agreement (this “Agreement”) is entered into as of August 20, 2024, by and among Yotta Investment LLC, a Delaware limited liability company (“Sponsor”), Yotta Acquisition Corporation, a Delaware corporation (“Parent”) and DRIVEiT Financial Auto Group, Inc., a Maryland corporation (the “Company”). Parent, the Company and Sponsor are referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • October 25th, 2022 • Yotta Acquisition Corp • Blank checks
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).
Administrative Services AgreementAdministrative Services Agreement • April 22nd, 2022 • Yotta Acquisition Corp • Blank checks
This Administrative Service Agreement (the “Agreement”) dated this 19th day of April, 2022 is between Yotta Investment LLC, herein referred to as “Service Provider” and Yotta Acquisition Corporation, herein referred to as “Customer”.
