Exhibit 10.5


 


July 19, 2021


 


Clover Leaf Capital Corp.


c/o Yntegra Capital Investments, LLC


1450 Brickell Avenue, Suite 2520

Miami, FL 33131


 


Ladies and Gentlemen:


 


Clover Leaf Capital Corp.(the “Company”),
a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends
to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial
public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration Statement”).


 


The undersigned hereby commits that it will purchase
535,250 units of the Company (“Placement Units”), each Placement Unit consisting of one share of Class A common stock of the
Company, $0.0001 par value (the “Common Stock”) and one right to receive one-eighth (1/8) of a share of Common Stock upon
the consummation of the Business Combination (the “Detachable Rights”), at $10.00 per Placement Unit, for a purchase price
of $5,352,500 (the “Placement Unit Purchase Price”).


 


The undersigned hereby agrees that it will purchase
an additional amount of units of the Company (“Over-Allotment Units”), up to a maximum of 51,563 Over-Allotment Units, or
a maximum purchase price of $515,630 (“Over-Allotment Unit Purchase Price”, together with the Placement Unit Purchase Price,
the “Purchase Price”), so that at least $10.15 per share sold to the public in the IPO is held in the trust account (as described
in the Registration Statement, the “Trust Account”) regardless of whether the over-allotment option is exercised in full or
in part.


 


At least twenty-four (24) hours prior to the pricing
of the IPO, the undersigned will cause the Placement Unit Purchase Price to be delivered to an escrow account with Ellenoff Grossman &
Schole LLP (“EGS”).


 


The consummation of the purchase and issuance of
the Placement Units shall occur simultaneously with the consummation of the IPO and the consummation of the purchase and issuance of the
Over-Allotment Units shall occur simultaneously with the closing of any exercise of the over-allotment option related to the IPO. Simultaneously
with or prior to the consummation of the IPO, EGS shall deposit the Private Unit Purchase Price, without interest or deduction, into the
Trust Account.


 


Each of the Company, and the undersigned acknowledges
and agrees that EGS is serving hereunder solely as a convenience to the parties to facilitate the purchase of the Placement Units and
EGS’s sole obligation under this letter agreement is to act with respect to holding and disbursing the Purchase Price for the Placement
Units as described above. EGS shall not be liable to the Company, the Underwriter or the undersigned or any other person or entity in
respect of any act or failure to act hereunder or otherwise in connection with performing its services hereunder unless EGS has acted
in a manner constituting gross negligence or willful misconduct. The Company and the undersigned shall indemnify EGS against any claim
made against it (including reasonable attorney’s fees) by reason of it acting or failing to act in connection with this letter agreement
except as a result of its gross negligence or willful misconduct. EGS may rely and shall be protected in acting or refraining from acting
upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or
presented by the proper party or parties. 


 



     


     


    




 





Except as described below, the Units and Over-Allotment
Units will be identical to the units to be sold by the Company in the IPO.


 


The undersigned agrees:


 


	 	●	to vote the shares of Common Stock included in the Placement Units and Over-Allotment Units in favor of any proposed Business Combination;


 


	 	●	not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s shares of Common Stock sold in the IPO if the Company does not complete an initial Business Combination within 12 months from the closing of the IPO (or up to 21 months, as described in more detail in the Company’s Registration Statement) or with respect to any other provision relating to stockholders’ rights or pre-business activity, unless the Company provides the holders of shares of Common Stock underlying the units sold in the IPO 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 of the Trust Account, including interest earned on Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes, divided by the number of then outstanding shares of Common Stock underlying the units sold in the IPO;


  


	 	●	not to convert any shares of Common Stock included in the Placement Units and Over-Allotment Units into the right to receive cash from the Trust Account in connection with a shareholder vote to approve either a Business Combination or an amendment to the provisions of the Certificate of Incorporation, and not to tender any shares of Common Stock included in the Placement Units and Over-Allotment Units in connection with a tender offer conducted prior to the closing of a Business Combination;


 


	 	●	that the undersigned will not participate in any liquidation distribution with respect to the Placement Units and Over-Allotment Units or any underlying securities (but will participate in liquidation distributions with respect to any units or shares of Common Stock purchased by the undersigned in the IPO or in the open market) if the Company fails to consummate a Business Combination;


 


	 	●	that the Placement Units, Over-Allotment Units and underlying securities will not be transferable until after the consummation of a Business Combination except (i) to the Company’s officers, directors, any affiliates or family members of any of our officers of directors, any members of the Company’s sponsor, or any affiliates of the Company’s sponsor, (ii) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased, (vii)  by virtue of the laws of Delaware or the Company’s sponsor’s limited liability company agreement upon dissolution of the Company’s sponsor, (iii) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization, (iv) in the case of an individual, by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) in the event of the Company’s liquidation prior to the completion of the Business Combination, (viii) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (i) through (v) or (vii) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements, and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in this prospectus); and


 


	 	●	the Placement Units and Over-Allotment Units will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required by the underwriters in the IPO in order to consummate the IPO, each of which will be set forth in the Registration Statement.


 






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The undersigned acknowledges and agrees that the
purchaser of the Placement Units and Over-Allotment Units will execute agreements in form and substance typical for transactions of this
nature necessary to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as are reasonably acceptable
to the undersigned, including but not limited to an insider letter.


 


The undersigned hereby represents and warrants
that:


 


	 	(a)	it has been advised that the Placement Units and Over-Allotment Units have not been registered under the Securities Act;


 


	 	(b)	it will be acquiring the Placement Units and Over-Allotment Units for its account for investment purposes only;


 


	 	(c)	it has no present intention of selling or otherwise disposing of the Placement Units and Over-Allotment Units in violation of the securities laws of the United States;


 


	 	(d)	it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act;


 


	 	(e)	it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder;


 


	 	(f)	it is familiar with the proposed business, management, financial condition and affairs of the Company;


 


	 	(g)	it has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed to consummate the transactions contemplated in this letter; and


 


	 	(h)	this letter constitutes its legal, valid and binding obligation, and is enforceable against it.


 






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This letter agreement constitutes the entire agreement
between the undersigned and the Company with respect to the purchase of the Placement Units and Over-Allotment Units, and supersedes all
prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the same. 


 


	 	Very truly yours,
	 	 
	 	YNTEGRA CAPITAL INVESTMENTS, LLC
	 	 
	 	By:	/s/ Felipe MacLean                                 
	 	Name: 	Felipe MacLean
	 	Title:	Manager


 


 

  


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


 


 


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