CLOVER LEAF CAPITAL CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 7th, 2021 • Clover Leaf Capital Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 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. c/o Yntegra Capital Investments, LLC Miami, FL 33131Letter Agreement • June 7th, 2021 • Clover Leaf Capital Corp. • Blank checks
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 (i) one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one-right (a “Detachable Right”) to receive one-twentieth (1/20) of a share of Class A Common Stock upon the consummation of a Business Combination and a contingent right (a “Contingent Right”) to receive at least one-fifteenth (1/15) of a share of Class A Common Stock (a “
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 7th, 2021 • Clover Leaf Capital Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 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”).
INDEMNITY AGREEMENTIndemnity 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 • June 7th, 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 7th, 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, LLCClover Leaf Capital Corp. • June 7th, 2021 • 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”):
