Material Agreement Form 8 K

Item 1.01 Entry Into A Material Definitive Agreement.

Amendment to Merger Agreement

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") by Clover Leaf Capital Corp., a Delaware corporation (together with its successors, "Clover Leaf") on June 1, 2023 (the "June 2023 8-K"), on June 1, 2023, Clover Leaf entered into an Agreement and Plan of Merger (the "Merger Agreement") with CL Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Clover Leaf, 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 Digital Ally (as defined below) 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"), Kustom Entertainment, Inc., a Nevada corporation with a focus and mission to own and produce events, festivals, and entertainment alongside its evolving primary and secondary ticketing technologies ("Kustom Entertainment"), and Digital Ally, Inc., a Nevada corporation and the sole stockholder of Kustom Entertainment ("Digital Ally") (all of the transactions contemplated by the Merger Agreement, including the issuances of securities thereunder, the "Business Combination").

On June 24, 2024, the parties to the Merger Agreement entered into the First Amendment to Merger Agreement (the "First Amendment"), pursuant to which the Outside Date (as defined in the Merger Agreement) was extended from July 22, 2024 to August 30, 2024.

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

Second Amendment to Lock-Up Agreement

As previously disclosed in the June 2023 8-K, simultaneously with the execution and delivery of the Merger Agreement, Clover Leaf, Digital Ally, and the Purchaser Representative entered into a Lock-Up Agreement (the "Lock-Up Agreement"), pursuant to which Digital Ally agreed to certain transfer restrictions, with such restrictions applying to eighty-five percent (85%) of the shares of Clover Leaf Class A common stock, par value $0.0001 per share (the "Clover Leaf Class A Common Stock") to be received by Digital Ally as merger consideration in connection with the Business Combination ("Merger Consideration"). On June 24, 2024, the parties to the Lock-Up Agreement entered into the Second Amendment to Lock-Up Agreement (the "Second Lock-Up Amendment"), pursuant to which the amount of securities subject to the Lock-Up Agreement was reduced from eighty-five percent (85%) to between seventy percent (70%) and eighty percent (80%) of Clover Leaf Class A Common Stock received by Digital Ally as Merger Consideration, with the specific amount of securities subject to the Lock-Up Agreement set at the maximum amount in the range that ensures the satisfaction of the relevant closing condition in the Merger Agreement, as determined by Digital Ally in its reasonable discretion, subject to the approval of Clover Leaf.

A copy of the Second Lock-Up Amendment is filed with this Current Report as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Second Lock-Up Amendment is qualified in its entirety by reference thereto.