Material Agreement - Form 425

Item 1.01 Entry Into a Material Definitive Agreement.

Amendment to Merger Agreement

As previously disclosed, on June 1, 2023, Digital Ally, Inc.'s (the "Company") wholly-owned subsidiary, Kustom Entertainment, Inc. ("Kustom Entertainment"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Clover Leaf Capital Corp., a Delaware corporation (together with its successors, "Clover Leaf"), CL Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser, Yntegra Capital Investments LLC, a Delaware limited liability company (the "Purchaser Representative"), Kustom Entertainment, and the Company.

Additionally, as previously disclosed, on June 24, 2024 the parties to the Merger Agreement entered into the First Amendment to Merger Agreement, pursuant to which the Outside Date (as defined in the Merger Agreement) was extended from July 22, 2024 to August 30, 2024, subject to certain customary exceptions.

On August 30, 2024, Clover Leaf, the Purchaser Representative, and the Company entered into Amendment No. 2 to the Merger Agreement (the "Second Merger Agreement Amendment"). Pursuant to the Second Merger Agreement Amendment, the parties agreed to extend the Outside Date (as defined in the Merger Agreement) further from August 30, 2024 to September 22, 2024.

Except as stated above, the Second Merger Agreement Amendment does not make any other substantive changes to the Merger Agreement.

A copy of the Second Merger Agreement Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Second Merger Agreement Amendment is qualified in its entirety by reference thereto.

Additional Information and Where to Find It

In connection with the business combination between Clover Leaf and Kustom Entertainment (the "Business Combination"), Clover Leaf has filed a proxy statement and registration statement on Form S-4 (the "Proxy/Registration Statement") with the SEC (as defined herein), which includes a preliminary proxy statement to be distributed to holders of Clover Leaf's common stock in connection with Clover Leaf's solicitation of proxies for the vote by Clover Leaf's stockholders with respect to the Business Combination and other matters as described in the Proxy/Registration Statement, as well as, a prospectus relating to the offer of the securities to be issued to Kustom Entertainment's stockholder in connection with the Business Combination. After the Proxy/Registration Statement has been declared effective by the SEC, Clover Leaf will mail a definitive proxy statement, to its stockholders. Before making any voting or investment decision, investors and security holders of Clover Leaf and other interested parties are urged to read the proxy statement and/or prospectus, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information about the Business Combination and the parties to the Business Combination. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus and definitive proxy statement/prospectus (when available) and other documents filed with the U.S. Securities and Exchange Commission (the "SEC") by Clover Leaf through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: 1450 Brickell Avenue, Suite 1420, Miami, FL 33131.