Exhibit 10.1


 


[   ], 2021


 


Clover Leaf Capital Corp.


c/o Yntegra Capital Investments, LLC


1450 Brickell Avenue, Suite 2520


Miami, FL 33131 


 


	Re: 	 Initial Public Offering


 


Ladies and Gentlemen:


 


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 prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has
applied to have the Units listed on The Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.

 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of Yntegra Capital Investments, LLC (the “Sponsor”) and
the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team or an advisor of
the Company (each, an “Insider” and collectively, the “Insiders”), hereby agrees with
the Company as follows:


 


1. The Sponsor and each Insider
agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business
Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination
and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval. If the Company engages
in a tender offer in connection with any proposed Business Combination, the Sponsor and each Insider agrees that it, he or she will not
seek to sell its, his or her shares of Capital Stock to the Company in connection with such tender offer.


 


2. (a) The Sponsor hereby agrees that in the event
that the Company fails to consummate a Business Combination within 12 months, the time period by which the Company must consummate a Business
Combination may be extended by up to nine months (or, if the Office of the Delaware Division of Corporations shall not be open for business
(including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall
be open). For such extension, the Sponsor will deposit into the Trust Account, for each additional three month period, $1,250,000, or
up to $1,437,500 if the Underwriters’ over-allotment option is exercised in full ($0.10 per share) on or prior to the date of the
applicable deadline. Such extension payments would be made in the form of non-interest bearing loans to the Company (the “Extension
Loans”), which are due and payable on the consummation of the initial Business Combination out of the proceeds of the Trust Account
released to the Company, or at the option of the Sponsor, all or a portion of all of the total loan amount may be converted into units
at a price of $10.00 per unit, which units will be identical to the Private Placement Units.

 






     


     


    

 


(b)The Sponsor and each Insider
hereby agrees that in the event that the Company fails to consummate a Business Combination within the timeframe set forth in the Company’s
amended and restated certificate of incorporation, as it may be amended from time to time (the “Charter”) and
Section 2(a) herein, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully
available funds therefor, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely
extinguish all Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if
any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the
Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses
(ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable
law. The Sponsor and each Insider agrees not to propose any amendment to the Charter to modify (i) the substance or timing of the ability
of holders of Offering Shares to seek redemption in connection with a Business Combination or amendments to the Charter prior thereto
or (ii) (A) the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
within such time set forth in the Charter or (B) any other provisions relating to stockholders’ rights or pre-initial Business Combination
activity, unless the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number
of then outstanding Offering Shares.


 


The Sponsor and each Insider
acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any
other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares or Private Placement Shares
held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him
or her, if any, whether acquired now or hereafter, any redemption rights it, he or she may have in connection with the consummation of
a Business Combination or amendments to the Charter prior thereto, including, without limitation, any such rights available in the context
of a stockholder vote to approve such Business Combination or a stockholder vote to approve an amendment to the Charter to modify (i)
(A) the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company has not consummated
a Business Combination within the time period set forth in the Charter or (B) any other provisions relating to stockholders’ rights
or pre-initial Business Combination activity or (ii) in the context of a tender offer made by the Company to purchase shares of Common
Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with
respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth
in the Charter).


 


3. During the period commencing on the date of
the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent
of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise
dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to any Units, shares of Capital
Stock, Detachable Rights or any securities convertible into, or exercisable, or exchangeable for, shares of Capital Stock owned by it,
him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any Units, shares of Capital Stock, Detachable Rights or any securities convertible into, or exercisable, or exchangeable
for, shares of Capital Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in
cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders
and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in this
paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service
at least two business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two
business days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver
is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described
in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

 






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4. In the event of the liquidation of the Trust
Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in the Charter,
the Sponsor (which for purposes of clarification shall not extend to any other shareholders, members or managers of the Sponsor ) (the
“Indemnitor”) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened) to which the Company may become subject as a result of any
claim by (i) any third party for services rendered or products sold to the Company or (ii) any prospective target business with which
the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement
(a “Target”); provided, however, that such indemnification of the Company by the Indemnitor shall
(x) apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds in the
Trust Account to below the lesser of (i) $10.15 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account
as of the date of the liquidation of the Trust Account, if less than $10.15 per Offering Share is then held in the Trust Account due to
reductions in the value of the trust assets, less interest earned on the Trust Account which may be withdrawn to pay taxes, (y) not apply
to any claims by a third party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether
or not such waiver is enforceable) and (z) not apply to any claims under the Company’s indemnity of the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against
any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice
of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.

 


5. To the extent that the
Underwriters do not exercise their over-allotment option to purchase up to an additional 1,875,000 Units in full within 45 days from
the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder
Shares in the aggregate equal to 468,750 multiplied by a fraction, (i) the numerator of which is 1,875,000 minus the number of Units
purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 1,875,000. The Sponsor
will be required to forfeit only that number of Founder Shares as is necessary so that the Initial Stockholders will own an aggregate
of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the Public Offering.


 


6. (a) Reserved.


 


(b) The Sponsor and each Insider hereby
agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor
or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9, as applicable, of this Letter Agreement
(ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive
relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7. (a) The Sponsor and each Insider
agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof) until the
earlier of (A) six months after the completion of the Company’s initial Business Combination or (B) subsequent to the Business Combination,
(x) if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial
Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other
similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock
for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b) The Sponsor and each Insider agrees that it, he or she
shall not Transfer any Private Placement Units, Private Placement Shares, or shares of Common Stock issued or issuable upon the conversion
of the Detachable Rights included in the Private Placement Units, until 30 days after the completion of a Business Combination (the “Private Placement Lock-up Period”,
together with the Founder Shares Lock-up Period, the “Lock-up Periods”).

 






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(c) Notwithstanding the provisions set forth in paragraphs
7(a) and (b), Transfers of the Founder Shares, Private Placement Units, Private Placement Shares, or shares of Common Stock issued or
issuable upon the conversion of the Detachable Rights included in the Private Placement Units or the Founder Shares that are held by the
Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (a) to the Company’s
officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of the Sponsor
or to any member(s) of the Sponsor; (b) in the case of an individual, by gift to a member of such individual’s immediate family
or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to
a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual;
(d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with the consummation of an initial Business Combination at prices no greater than the price at which the securities were originally purchased;
(f) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (g) by virtue of the laws
of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, or (h) in the event
of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of
the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent
to the completion of the Company’s initial Business Combination; provided, however, that in the case of
clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound
by the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the
trust account and liquidating distributions).

 


8. The Sponsor and each Insider
represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange
or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical
information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects
and does not omit any material information with respect to the Insider’s background. Each Insider’s questionnaire furnished
to the Company is true and accurate in all respects. Each Insider represents and warrants that: it, he or she is not subject to or a respondent
in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice
relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime
(i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings
in any securities and it, he or she is not currently a defendant in any such criminal proceeding.


 


9. Except as disclosed in the Prospectus, neither
the Sponsor nor any officer, director, advisor or affiliate of the Sponsor, nor any officer, director or advisor of the Company, shall
receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other
compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s initial
Business Combination (regardless of the type of transaction that it is) other than the following, none of which will be made from the
proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of up to an aggregate of $300,000
in loans made to the Company by the Sponsor to cover offering-related and organizational expenses; payment to an affiliate of the Sponsor
of $10,000 per month, for up to 21 months, for office space, utilities and secretarial and administrative support; reimbursement for any
reasonable out-of-pocket expenses related to identifying, investigating and completing an initial Business Combination; repayment of Extension
Loans; and repayment of non-interest bearing loans which may be made by the Sponsor or an affiliate of the Sponsor or certain of the Company’s
officers and directors to finance transaction costs in connection with an intended initial Business Combination, the terms of which (other
than as described above) have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000
of such working capital loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation
of the initial Business Combination. The units would be identical to the Private Placement Units.

 


10. The Sponsor and each Insider
has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or
non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as
an officer and/or director on the board of directors or an advisor of the Company and hereby consents to being named in the Prospectus
as an officer and/or director of the Company or an advisor of the Company.


 






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11. As used herein, (i) “Business Combination”
shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving
the Company and one or more businesses; (ii) “Capital Stock” shall mean, collectively, the
Common Stock, the Private Placement Shares and the Founder Shares; (iii) “Founder Shares”
shall mean (a) the 3,593,750 shares of the Company’s Class B common stock, par value $0.0001 per share, initially issued to the
Sponsor (up to 468,750 Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not
exercised by the Underwriters) for an aggregate purchase price of $25,000, or $0.007 per share, prior to the consummation of the Public
Offering; (iv) “Initial Stockholders” shall mean the Sponsor and any Insider that holds Founder
Shares; (v) “Private Placement Units” shall mean 629,000 units (535,250
units to be purchased by the Sponsor and 93,750 units to be purchased by the Representative), or up to 694,625 placement units if the
over-allotment option is exercised in full (up to 586,813 units to be purchased by the Sponsor and 107,812 units to be purchased by the
Representative), each comprised of one share of Common Stock (a “Private Placement Share”) and one Detachable Right, that
the Sponsor and the Representative have agreed to purchase for an aggregate purchase price of $6,290,000 (or up to $6,946,250 if the over-allotment
option is exercised in full), or purchase price of $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously
with the consummation of the Public Offering; (vi) “Public Stockholders” shall mean the holders
of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund
into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “Transfer” shall
mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations
of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled
by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified
in clause (a) or (b).

  


12. The Company will maintain
an insurance policy or policies providing directors’ and officers’ liability insurance, and each director of the Company shall
be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any
of the Company’s directors or officers.


 


13. This Letter Agreement
constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to
the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived
(other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


14. No party hereto may assign
either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other
parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective
successors, heirs and assigns and permitted transferees.


 


15. Nothing in this Letter
Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or
claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants,
conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the
parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees; provided, however, that the
Representatives on behalf of the Underwriters are third party beneficiaries of this Letter Agreement.


 


16. This Letter Agreement
may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and the same instrument.


 






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17. This Letter Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.


 


18. This Letter Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree
that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced
in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and
venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient
forum.


 


19. Any notice, consent or
request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by
express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


  


20. This Letter Agreement
shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by [   ], 2021; provided
further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


  




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	 	Sincerely,
	 	 
	 	YNTEGRA CAPITAL INVESTMENTS, LLC
	 	 
	 	
    By:
	
    Felipe MacLean, its Sole Manager

	 	 	 
	 	By:	 
	 	 	Name: 	Felipe MacLean
	 	 	Title:	Sole Manager


 


	 	 
	 	Name: Felipe MacLean


 


	 	 
	 	Name: Chris Rebentisch


 


	 	 
	 	Name: Luis A. Guerra 


 


	 	 
	 	Name: Per Bjorkman


 


	 	 
	 	Name: Marcos Angelini


 


	 	 
	 	Name: Manuel Rocha


 


	Acknowledged and Agreed:	 
	 	 
	CLOVER LEAF CAPITAL CORP.	 
	 	 	 
	By:	 	 
	 	Name: 	Felipe MacLean	 
	 	Title:	Chief Executive Officer	 


 


[Signature Page to Letter Agreement]


 


 


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