Form of Contingent Rights Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant

Exhibit 4.5

CONTINGENT RIGHTS AGREEMENT

This Contingent Rights Agreement (this “Agreement”) is made as of [_____], 2021 between Clover Leaf Capital Corp., a Delaware company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004 (the “Rights Agent”).

WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of its equity securities (the “Units”) for the purposes of financing its initial business combination through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”);

WHEREAS, the Company has agreed to issue and sell to Maxim Group LLC (the “Representative”), as representative of the several underwriters, an aggregate of 12,500,000 Units (or 14,375,000 Units assuming full exercise of the underwriters’ over-allotment option) in the Offering, each unit comprised of one share of Class A common stock of the Company, par value $.0001 per share (the “Class A Common Stock”), one-right (a “Detachable Right”) to receive one-twentieth (1/20) of a share of Class A Common Stock upon the consummation of the Company’s initial business combination and a contingent right (a “Contingent Right”) to receive one-fifteenth (1/15) of a share of Class A Common Stock (a “Distributable Share”) upon the happening of the triggering event described herein, and in connection therewith, will deliver up to an aggregate of 833,333 Distributable Shares (or 958,333 Distributable Shares assuming full exercise of the underwriter’s over-allotment option);

WHEREAS, the Company has agreed to issue and sell to the Representative and Yntegra Capital Investments, LLC (the “Sponsor”), respectively, 504,000 private placement units (or 550,875 private placement units if the underwriter’s over-allotment option is exercised in full) at a price of $10.00 per private placement unit (the “Sponsor Private Placement Units”) and 62,500 private placement units (or up to 71,875 private placement units if the underwriter’s over-allotment option to purchase additional units in connection with the Company’s initial public offering is exercised in full) at a price of $10.00 per private placement unit (the “Maxim Private Placement Units,” together with the Sponsor Private Placement Units, the “Private Placement Units”), each Private Placement Unit consisting (i) one share of Class A Common Stock, (ii) one Detachable Right, and (iii) one Contingent Right, in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering;

WHEREAS, the Detachable Rights are governed by that certain Rights Agreement, dated as of the date hereof (the “Rights Agreement”), by and between the Company and Continental Stock Transfer & Trust Company as rights agent;

WHEREAS, the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-255111, for the registration, under the Securities Act of 1933, as amended (“Act”) of the Units, the shares of Class A Common Stock, the Detachable Rights, the shares of Class A Common Stock underlying the Detachable Rights, the Contingent Rights, the shares of Class A Common Stock issued pursuant to the Contingent Rights and the shares of Class A Common Stock issued to the Representative at the closing of the Public Offering;

WHEREAS, the Company desires to provide for the form and provisions of the Contingent Rights, the terms upon which they shall be distributed, and the respective rights, limitation of rights, and immunities of the Company, the Rights Agent, and the holders of the Contingent Rights; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Contingent Rights, when executed on behalf of the Company and countersigned by or on behalf of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

Clover Leaf Capital Corp.

1450 Brickell Avenue, Suite 2520

Miami, FL 33131

Attn: Felipe MacLean

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Contingent Right or by the Company to or on the Rights Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

1 State Street, 30^th Floor

New York, NY 10004

Attn: Administration Department

Email: ***@***

with a copy to:

Ellenoff Grossman & Schole, LLP

1345 Avenue of the Americas

New York, NY 10105

Attn: Barry I. Grossman, Esq.

Email: ***@***

and

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attn: Mitchell S. Nussbaum, Esq.

Email: ***@***

and

Maxim Group LLC

405 Lexington Ave., 2nd Floor

New York, NY 10174

Attn: Clifford A. Teller, Executive Managing Director, Investment Banking

Email: ***@***

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

[Signature page to Contingent Rights Agreement]