Exhibit 10.1


 


THIS PROMISSORY NOTE (“NOTE”) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
 


 


PROMISSORY NOTE


 


	 	 Dated as of October 19, 2022
	 	 
	Principal Amount: $1,383,123   	New York, New York


  


Clover Leaf Capital Corp.,
a Delaware corporation and blank check company (the “Maker”), promises to pay to the order Yntegra Capital Investments,
LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), or order,
the principal sum of One Million Three Hundred Eighty-Three One Hundred Twenty-Three U.S. Dollars ($1,383,123) in lawful money of the
United States of America, on the terms and conditions described below.  All payments on this Note shall be made by check or
wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time
designate by written notice in accordance with the provisions of this Note.


 


1. Principal.
The principal balance of this Note shall be due and payable by the Maker on the earlier of (such date, the “Maturity Date”),
subject to Section 12 below, (a) the date that Maker consummates the Maker’s initial business combination and (b) the date of the
liquidation of the Maker. Under no circumstances shall any individual, including, but not limited to, any officer, director, employee
or stockholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.


 


2.  Interest. 
No interest shall accrue on the unpaid principal balance of this Note.


 


3.  Use
of Loan Proceeds. On or before October 22, 2022, Payee will fund One Million Three Hundred Eighty-Three One Hundred Twenty-Three U.S.
Dollars ($1,383,123) into the trust account (the “Trust Account”) of the Maker established in connection with its initial
public offering (“the “IPO”), such amounts to be for the benefit of the Maker’s holders of unredeemed Class
A common stock upon redemption or liquidation of the Maker, all in accordance with the Maker’s amended and restated certificate
of incorporation.


 


4. Application
of Payments.  All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under
this Note, including, without limitation, reasonable attorneys’ fees, and then to the payment in full of any late charges and finally
to the reduction of the unpaid principal balance of this Note.


 


5.  Events
of Default.  The following shall constitute an event of default (“Event of Default”):


 


(a)  Failure
to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within one (1) business days
of the Maturity Date.


 


(b) Voluntary
Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate
action by the Maker in furtherance of any of the foregoing.


 






     


     


    

 


(c)  Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up
or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive
days.


 


6.  Remedies.


 


(a)  Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to the Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall
become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)  Upon
the occurrence of an Event of Default specified in Sections 5(b) and 4(c), the unpaid principal balance of this Note, and all other sums
payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part
of the Payee.


 


7.  Waivers. 
The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by the Payee
under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil process, or extension of time for payment, and the Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold
upon any such writ in whole or in part in any order desired by the Payee.


 


8.  Unconditional
Liability.  The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,
and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to
by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with
respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become
parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.


 


9.  Notices. 
All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (a)
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the
address designated in writing, (b) by facsimile to the number most recently provided to such party or such other address or fax number
as may be designated in writing by such party or (c) by electronic mail, to the electronic mail address most recently provided to such
party or such other electronic mail address as may be designated in writing by such party.  Any notice or other communication
so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.


 






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10.  Construction. 
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


11.    Severability. 
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12. Trust
Waiver.  Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or
claim of any kind (“Claim”) in or to any distribution of or from the Trust Account established in which the proceeds
of the IPO conducted by the Maker (including the deferred underwriters’ discounts and commissions) and the proceeds of the sale
of the units issued in a private placement that occurred prior to the closing of the IPO were deposited, as described in greater detail
in Maker’s Registration Statement on Form S-1 (333-255111) filed with the Securities and Exchange Commission in connection with
the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any
reason whatsoever. The provisions of this Section 12 shall be in addition to, and not in limitation of, any releases of Claims provided
by the Payee pursuant to any other agreement among the Payee and the Maker.


 


13. Amendment;
Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of
the Maker and the Payee.


 


14. Assignment.  No
assignment or transfer of this Note or any rights or obligations hereunder may be made by the Maker (by operation of law or otherwise)
without the prior written consent of the Payee and any attempted assignment without the required consent shall be void.


 


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Signature page follows.]


 




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IN WITNESS WHEREOF,
the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first
above written. 


 


	 	Clover Leaf Capital Corp.
	 	 	 
	 	By:	/s/ Felipe MacLean
	 	 	Name:  Felipe MacLean
	 	 	Title:  Chief Executive Officer


 


 


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