Digital Ally Inc.

11/08/2024 | Press release | Distributed by Public on 11/08/2024 07:56

Termination of Material Agreement Form 8 K

Item 1.02. Termination of Material Definitive Agreement.

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission by Digital Ally, Inc., a Nevada corporation (the "Company") on June 6, 2023, on June 1, 2023, the Company entered into an Agreement and Plan of Merger (as amended, the "Merger Agreement") with Clover Leaf Capital Corp., a Delaware corporation ("Clover Leaf"), CL Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Clover Leaf (the "Merger Sub"), Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined in the Merger Agreement) for the stockholders of Clover Leaf (other than the Company as of immediately prior to the Effective Time and its successors and assignees) in accordance with the terms and conditions of the Merger Agreement (the "Purchaser Representative"), and Kustom Entertainment, Inc., a Nevada corporation and whole owned subsidiary of the Company ("Kustom Entertainment").

On November 7, 2024, pursuant to Section 8.1(a) of the Merger Agreement, the Company, Clover Leaf, CL Merger Sub, Purchaser Representative, and Kustom Entertainment entered into a Mutual Termination and Release Agreement (the "Termination Agreement") to terminate the Merger Agreement (the "Termination"). As a result of the Termination Agreement, the Merger Agreement is of no further force and effect, with the exception of specified provisions set forth in the Termination Agreement, which shall survive the Termination and remain in full force and effect in accordance with their respective terms.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the Mutual Termination and Release Agreement, which is filed with as an exhibit to this Current Report on Form 8-K (the "Form 8-K") as Exhibit 10.1.