INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 23rd, 2021 • Clover Leaf Capital Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 19, 2021, by and between Clover Leaf Capital Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
CLOVER LEAF CAPITAL CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2021 • Clover Leaf Capital Corp. • Blank checks • New York
Clover Leaf Capital Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
Yntegra Capital Investments, LLC c/o Felipe MacLean Miami, Florida 33131Securities Subscription Agreement • April 7th, 2021 • Clover Leaf Capital Corp. • New York
This agreement (the “Agreement”) is entered into on March __, 2021 by and between Yntegra Capital Investments, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Clover Leaf Capital Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 3,593,750 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 468,750 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 23rd, 2021 • Clover Leaf Capital Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 19, 2021, is made and entered into by and among Clover Leaf Capital Corp., a Delaware corporation (the “Company”) and Yntegra Capital Investments, LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
July 19, 2021 Clover Leaf Capital Corp. c/o Yntegra Capital Investments, LLC Miami, FL 33131Underwriting Agreement • July 23rd, 2021 • Clover Leaf Capital Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Clover Leaf Capital Corp., a Delaware corporation (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and one-right (a “Detachable Right”) to receive one-eighth (1/8) of a share of Class A Common Stock upon the consummation of a Business Combination. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-255111) and prospectu
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 6th, 2023 • Clover Leaf Capital Corp. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of June 1, 2023 by and among (i) Clover Leaf Capital Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) CL Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Stockholder (as defined below) as of immediately prior to the Effective Time and its successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Kustom Entertainment, Inc., a Nevada corporation (the “Company”), and (v) Digital Ally, Inc., a Nevada corporation and the sole stockholder of the Company (the “Company Stockholder”). The Purchaser, Merger Sub, the Purchaser Representa
INDEMNITY AGREEMENTIndemnification Agreement • June 7th, 2021 • Clover Leaf Capital Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Clover Leaf Capital Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • July 23rd, 2021 • Clover Leaf Capital Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of July 19, 2021 between Clover Leaf Capital Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • June 6th, 2023 • Clover Leaf Capital Corp. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2023 by and between (i) Clover Leaf Capital Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Kustom Entertainment” (including any successor entity thereto, the “Purchaser”), (ii) Yntegra Capital Investments, LLC, a Delaware limited liability company, in the capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance the Merger Agreement, the “Purchaser Representative”), and (iii) Digital Ally, Inc., a Nevada corporation (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
June 1, 2023Sponsor Contingent Forfeiture and Earnout Letter Agreement • June 6th, 2023 • Clover Leaf Capital Corp. • Blank checks
Reference is hereby made to that certain Agreement and Plan of Merger, dated on or about the date hereof (as amended from time to time in accordance with the terms thereof, the “Merger Agreement”), by and among (i) Clover Leaf Capital Corp., a Delaware corporation (including any successor entity thereto, the “Purchaser”), (ii) CL Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time for the stockholders of the Purchaser (other than the Company Stockholder as of immediately prior to the Effective Time and its successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Kustom Entertainment, Inc., a Nevada corporation (the “Company”), and (v) Digital Ally, Inc., a Nevada corporation and the sole stockholder of the Company (the “C
RIGHTS AGREEMENTRights Agreement • June 22nd, 2021 • Clover Leaf Capital Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ______, 2021 between Clover Leaf Capital Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 26th, 2024 • Clover Leaf Capital Corp. • Services-miscellaneous amusement & recreation
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of February 1, 2024 by and between (i) Clover Leaf Capital Corp., a Delaware corporation (including any successor entity thereto, the “Purchaser”), (ii) Kustom Entertainment, Inc., a Nevada corporation (“Company”), and (iii) Digital Ally, Inc., a Nevada corporation (“Company Stockholder” and along with the Company, each a “Company Party” and together the “Company Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • November 8th, 2024 • Clover Leaf Capital Corp. • Services-miscellaneous amusement & recreation • New York
THIS TERMINATION AND RELEASE AGREEMENT, dated as of November 7, 2024 (this “Agreement”), is entered into by and among (i) Clover Leaf Capital Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) CL Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time for the stockholders of the Purchaser (other than the Company Stockholder (as defined below) as of immediately prior to the Effective Time and its successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Kustom Entertainment, Inc., a Nevada corporation (the “Company”), and (v) Digital Ally, Inc., a Nevada corporation and the sole stockholder of the Company (the “Company Stockholder”).
SECOND AMENDMENT TO LOCK UP AGREEMENTLock-Up Agreement • June 26th, 2024 • Clover Leaf Capital Corp. • Services-miscellaneous amusement & recreation
This Second Amendment (“Second Amendment”) to the Lock-Up Agreement (as defined below) is made and entered into as of June 24, 2024, by and among (i) Clover Leaf Capital Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Stockholder (as defined below) as of immediately prior to the Effective Time and its successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”) and (iii) Digital Ally, Inc., a Nevada corporation (the “Holder”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Lock-Up Agreement (defined below).
RIGHTS AGREEMENTRights Agreement • July 12th, 2021 • Clover Leaf Capital Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ______, 2021 between Clover Leaf Capital Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”).
CONTINGENT RIGHTS AGREEMENTContingent Rights Agreement • June 22nd, 2021 • Clover Leaf Capital Corp. • Blank checks • New York
This Contingent Rights Agreement (this “Agreement”) is made as of [_____], 2021 between Clover Leaf Capital Corp., a Delaware company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004 (the “Rights Agent”).
Clover Leaf Capital Corp. c/o Yntegra Capital Investments, LLCAdministrative Support Agreement • June 7th, 2021 • Clover Leaf Capital Corp. • Blank checks • New York
This letter agreement by and between Clover Leaf Capital Corp. (the “Company”) and Yntegra Capital Investments, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SEcurities Contribution AgreementSecurities Contribution Agreement • December 8th, 2023 • Clover Leaf Capital Corp. • Services-miscellaneous amusement & recreation • New York
This SECURITIES Contribution Agreement (this “Agreement”), dated as of June 1, 2023, is by and among Digital Ally, Inc., a Nevada corporation (“Digital Ally”), and Kustom Entertainment, Inc., a Nevada corporation (“Transferee”).
FIRST AMENDMENT TO MERGER AGREEMENTMerger Agreement • June 26th, 2024 • Clover Leaf Capital Corp. • Services-miscellaneous amusement & recreation
This First Amendment (“First Amendment”) to the Merger Agreement (as defined below) is made and entered into as of June 24, 2024, by and among (i) Clover Leaf Capital Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Stockholder (as defined below) as of immediately prior to the Effective Time and its successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iii) Kustom Entertainment, Inc., a Nevada corporation (the “Company”), and (iv) Digital Ally, Inc., a Nevada corporation and the sole stockholder of the Company (the “Company Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).
TERMINATION AGREEMENTTermination Agreement • May 15th, 2024 • Clover Leaf Capital Corp. • Services-miscellaneous amusement & recreation • New York
THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of May 9, 2024 (the “Effective Date”), by and among (i) Clover Leaf Capital Corp., a Delaware corporation (the “Company”), (ii) Kustom Entertainment, Inc., a Nevada corporation (“Kustom”) and (iii) Digital Ally, Inc., a Nevada corporation (“DGLY”).
Clover Leaf Capital Corp. c/o Yntegra Capital Investments, LLCAdministrative Support Agreement • July 23rd, 2021 • Clover Leaf Capital Corp. • Blank checks • New York
This letter agreement by and between Clover Leaf Capital Corp. (the “Company”) and Yntegra Capital Management, LLC (“YCM”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
May 20, 2023 CONFIDENTIAL Stanton Ross Chairman and Chief Executive Officer Digital Ally, Inc. 15612 College Blvd., Lenexa, KS, 66219 Dear Stan:Financial Advisory Agreement • May 31st, 2024 • Clover Leaf Capital Corp. • Services-miscellaneous amusement & recreation • New York
We are pleased that Digital Ally, Inc. (together with its parents, subsidiaries and affiliates, the “Company”) has decided to retain Maxim Group LLC (“Maxim”) to provide exclusive financial advisory and investment banking services to the Company as set forth herein. This letter agreement (“Agreement”) will confirm Maxim’s acceptance of such retention and set forth the terms of our engagement. The intention of this Agreement is to assist the Company with respect to the spin-out of a subsidiary and Transaction (defined hereinafter) that may occur contemporaneously with or subsequent to such spin-out; for the sake of clarity, references to “Company” herein shall be deemed to include subsidiaries that may be spun out in order to give appropriate effect to the intention of the parties.
May 25, 2024Engagement Letter • May 31st, 2024 • Clover Leaf Capital Corp. • Services-miscellaneous amusement & recreation
Reference is made to that certain engagement letter, dated May 20, 2023, between Digital Ally, Inc. (the “Company”) and Maxim Group LLC (“Maxim”) (the “Engagement Letter”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Engagement Letter. It is agreed that the Engagement Letter remains in full force and effect, except as provided for below:
AMENDMENT TO LOCK-UP AGREEMENTLock-Up Agreement • December 15th, 2023 • Clover Leaf Capital Corp. • Services-miscellaneous amusement & recreation • New York
This Amendment to Lock-Up Agreement (this “Amendment”) is made and entered into as of December 11, 2023, by and between Clover Leaf Capital Corp., a Delaware corporation (together with its successors, the “Purchaser”), Yntegra Capital Investments LLC, a Delaware limited liability company (the “Purchaser Representative”) and Digital Ally, Inc., a Nevada corporation (the “Holder”).
SECOND AMENDMENT TO MERGER AGREEMENTMerger Agreement • September 4th, 2024 • Clover Leaf Capital Corp. • Services-miscellaneous amusement & recreation
This Second Amendment (“Second Amendment”) to the Merger Agreement (as defined below) is made and entered into as of September 3, 2024, by and among (i) Clover Leaf Capital Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time for the stockholders of the Purchaser (other than the Company Stockholder (as defined below) as of immediately prior to the Effective Time and its successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iii) Kustom Entertainment, Inc., a Nevada corporation (the “Company”), and (iv) Digital Ally, Inc., a Nevada corporation and the sole stockholder of the Company (the “Company Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).
