Exhibit 4.5


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE 

SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As of December 31, 2021, Clover
Leaf Capital Corp. (“we,” “our,” “us” or the “Company”) had the following three
classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
(i) its units, consisting of one share of Class A common stock and one right to receive one-eighth (1/8) of one share of Class A common
stock upon the consummation of an initial business combination (the “units”), (ii) its Class A common stock, $0.0001 par value
per share (“Class A common stock”), and (iii) its rights to receive for each right one-eighth (1/8) of one share of Class
A common stock upon the consummation of an initial business combination.


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 110,000,000 shares of common
stock, including 100,000,000 shares of Class A common stock, $0.0001 par value and 10,000,000 shares of Class B common
stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description
summarizes the material terms of our capital stock and does not purport to be complete. It is subject to, and qualified in
its entirety by reference to, our amended and restated certificate of incorporation, our bylaws and our rights agreement, each of
which is incorporated by reference as an exhibit to our Annual Report on Form 10-K for the period from February 25, 2021 (inception)
through December 31, 2021 (the “Report”) of which this Exhibit 4.5 is a part.


 


Defined terms used herein
but not otherwise defined shall have the meaning ascribed to such terms in the Company’s Report.


 


Units


 


Each unit consists of (i) one share of our Class A
common stock and (ii) one right to receive one-eighth (1/8) of a share of Class A common stock at the closing of our initial
business combination.


 


Common Stock


 


Common stockholders of record are entitled to one
vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B
common stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law. Our
board of directors is divided into two classes, each of which will generally serve for a term of two years with only one class of directors
being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders
of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive
ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 


We will provide our stockholders with the opportunity
to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial
business combination including interest earned on the funds held in the trust account and not previously released to us to pay our franchise
and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein.


 


If we seek stockholder approval of our initial business
combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,
our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder
or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the
Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares of common stock
sold in our initial public offering, which we refer to as the Excess Shares. However, we would not be restricting our stockholders’
ability to vote all of their shares (including Excess Shares) for or against our initial business combination.


 


In the event of a liquidation, dissolution or winding
up of the company after an initial business combination, our stockholders are entitled to share ratably in all assets remaining available
for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over
the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to
the common stock, except that we will provide our stockholders with the opportunity to redeem their public shares for cash equal to their
pro-rata share of the aggregate amount then on deposit in the trust account, upon the completion of our initial business combination,
subject to the limitations described herein.


 






     


     


    

 


Rights


 


Each holder of a right will receive one-eighth (1/8)
of one share of Class A common stock upon consummation of our initial business combination. In the event we will not be the surviving
entity upon completion of our initial business combination, each holder of a right will be required to affirmatively convert its rights
in order to receive the 1/8 share of Class A common stock underlying each right (without paying any additional consideration). If
we are unable to complete an initial business combination within the required time period and we redeem the public shares of Class A common
stock for the funds held in the trust account, holders of rights will not receive any such funds in exchange for their rights and the
rights will expire worthless. Every eight (8) rights that you hold will entitle you to receive one share at the closing of the business
combination. We will not issue fractional shares of Class A common stock upon exchange of the rights. If, upon conversion of the rights,
a holder would be entitled to receive a fractional interest in a share, fractional shares will be rounded up to the nearest whole share.


 


As soon as practicable upon the consummation of
our initial business combination, we will direct registered holders of the rights to return their rights to our rights agent. Upon receipt
of the rights, the rights agent will issue to the registered holder of such rights the number of full shares of Class A common stock to
which it is entitled. We will notify registered holders of the rights to deliver their rights to the rights agent promptly upon consummation
of such business combination and have been informed by the rights agent that the process of exchanging their rights for shares of Class
A common stock should take no more than a matter of days. The foregoing exchange of rights is solely ministerial in nature and is not
intended to provide us with any means of avoiding our obligation to issue the shares underlying the rights upon consummation of our initial
business combination. Other than confirming that the rights delivered by a registered holder are valid, we will have no ability to avoid
delivery of the shares underlying the rights. There are no specific contractual penalties for failure to deliver securities to the holders
of the rights upon consummation of an initial business combination, however the holders of the rights will have the ability to bring claims
against us pursuant to the rights agreement. Additionally, in no event will we be required to net cash settle the rights.


 


If we are unable to complete an initial business
combination within the required time period and we liquidate the funds held in the trust account, holders of rights will not receive any
such funds with respect to any of their rights, nor will they receive any distribution from our assets held outside of the trust account
with respect to such rights, and all rights will expire worthless.


 


The shares issuable upon conversion of the rights
will be freely tradable (except to the extent held by affiliates of ours).


 


We have agreed that, subject to applicable law,
any action, proceeding or claim against us arising out of or relating in any way to the rights agreement will be brought and enforced
in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably
submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See “Risk
Factors — Our rights agreement will designate the courts of the State of New York or the United States District Court for the Southern
District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of
our rights, which could limit the ability of right holders to obtain a favorable judicial forum for disputes with our company.”
This provision does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States
of America are the sole and exclusive forum.


 


In addition, the rights agreement provide that,
unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall,
to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising
under the Securities Act or the rules and regulations promulgated thereunder.


 


We note that there is uncertainty as to whether
a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations thereunder.