FORM OF] INDEMNIFICATION AGREEMENTIndemnification Agreement • August 12th, 2022 • ENDI Corp. • Investment advice • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of __________, by and between ENDI Corp., a Delaware corporation (the “Company”), and __________ (the “Indemnitee”) and shall be deemed effective upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company, with respect to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2023 • ENDI Corp. • Investment advice
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on December 21, 2018 and effective as of October 5, 2018 (the “Effective Date”), by and between ALEA KLEINHAMMER (“Executive”), and ENTERPRISE DIVERSIFIED, INC. (the “Company”), a Nevada corporation having an address at 1518 Willow Lawn Drive, Richmond, Virginia 23230.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2022 • ENDI Corp. • Investment advice • New York
This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into this 3rd day of June, 2022 to be effective as of immediately prior to the Closing (as defined in the Merger Agreement, as hereinafter defined) (the “Effective Date”), by and between CrossingBridge Advisors, LLC, a Delaware limited liability company (the “LLC”), and David K. Sherman (the “Employee”).
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2023 • ENDI Corp. • Investment advice
This amendment (“Amendment”) is dated as of May 1, 2023 and amends the Registration Rights Agreement, dated as August 11, 2022 by and among ENDI Corp., a Delaware corporation (the “Company”), and Cohanzick Management, LLC, a Delaware limited liability company (the “CBA Member”), and the undersigned parties listed under Holder on the signature page thereto (each such party, a “Holder” and collectively, the “Holders”), as amended by that certain Amendment to Registration Rights Agreement dated August 31, 2022 (the “Registration Rights Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 18th, 2022 • ENDI Corp. • Investment advice • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of August 18, 2022 by and among ENDI Corp., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).
STOCKHOLDER AGREEMENTShareholder Agreement • August 12th, 2022 • ENDI Corp. • Investment advice • Delaware
This Stockholder Agreement (this “Agreement”) is made as of August 11, 2022, by and between, ENDI Corp., a Delaware Corporation (the “Company”), and Cohanzick Management, LLC (the “Shareholder”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2022 • ENDI Corp. • Investment advice • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 11, 2022, is made and entered into by and among ENDI Corp., a Delaware corporation (the “Company”), and Cohanzick Management, LLC, a Delaware limited liability company (the “CBA Member”) and the undersigned parties listed under Holder on the signature page hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”). Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • August 12th, 2022 • ENDI Corp. • Investment advice • Delaware
This Voting Agreement (this “Agreement”) is made as of August 11, 2022 by and between ENDI Corp., a Delaware Corporation (the “Company”), Cohanzick Management, LLC (the “Shareholder”), Steven Kiel and Arquitos Capital Offshore Master, Ltd. (each, a “Voting Party”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
SERVICES AGREEMENTServices Agreement • August 12th, 2022 • ENDI Corp. • Investment advice • New York
This Services Agreement, dated as of August 10, 2022 (“Agreement”), is entered into by and between CrossingBridge Advisors, LLC, an investment adviser registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”) and a Delaware limited liability company (the “Company”), and Cohanzick Management, LLC, an investment adviser registered under the Advisers Act and a Delaware limited liability company (the “Adviser” and, together with the Company, the “Parties”).
AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2023 • ENDI Corp. • Investment advice
This amendment (“Amendment”) is dated as of August 1, 2023 and amends the Registration Rights Agreement, dated as August 11, 2022 by and among ENDI Corp., a Delaware corporation (the “Company”), and Cohanzick Management, LLC, a Delaware limited liability company (the “CBA Member”), and the undersigned parties listed under Holder on the signature page thereto (each such party, a “Holder” and collectively, the “Holders”), as amended by that certain Amendment to Registration Rights Agreement dated August 31, 2022 and that certain Amendment No. 2 to Registration Rights Agreement dated May 1, 2023 (as amended, the “Registration Rights Agreement”).
AMENDMENT NO. 4 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2024 • ENDI Corp. • Investment advice
This amendment (“Amendment”) is dated as of January 12, 2024 and amends the Registration Rights Agreement, dated August 11, 2022 by and among ENDI Corp., a Delaware corporation (the “Company”), and Cohanzick Management, LLC, a Delaware limited liability company (the “CBA Member”), and the undersigned parties listed under Holder on the signature page thereto (each such party, a “Holder” and collectively, the “Holders”), as amended by that certain Amendment to Registration Rights Agreement dated August 31, 2022, that certain Amendment No. 2 to Registration Rights Agreement dated May 1, 2023, and that certain Amendment No. 3 to Registration Rights Agreement dated August 1, 2023 (as amended, the “Registration Rights Agreement”).
Cohanzick Management, L.L.C. Pleasantville, NY 10570 Attention: David K Sherman and Jonathan Barkoe Gentlemen:Merger Agreement • January 12th, 2024 • ENDI Corp. • Investment advice
Reference is made to that certain Agreement and Plan of Merger, dated as of December 29, 2021 (the “Merger Agreement”), by and among ENDI Corp., a Delaware corporation (“Parent”), Enterprise Diversified, Inc., a Nevada corporation (“Pubco”), Zelda Merger Sub 1, Inc., a Delaware corporation (“First Merger Sub”), Zelda Merger Sub 2, LLC, a Delaware limited liability company (“Second Merger Sub”), CrossingBridge Advisors, LLC, a Delaware limited liability company (“CBA”) and Cohanzick Management, L.L.C., a Delaware limited liability company (“CBA Member”). All capitalized terms in this letter agreement not defined herein have the meanings ascribed to such terms in the Merger Agreement.
AMENDMENT NO. 1 TO PURCHASE AND ASSIGNMENT AND ASSUMPTION AGREEMENTPurchase and Assignment and Assumption Agreement • March 30th, 2023 • ENDI Corp. • Investment advice
THIS AMENDMENT NO. 1 (this “Amendment”) to that certain PURCHASE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made and entered into as of December 28, 2022 (“Effective Date”) by and among RIVERPARK ADVISORS, LLC, a Delaware limited liability company (“Seller”), CROSSINGBRIDGE ADVISORS, LLC, a Delaware limited liability company (“Buyer”), and COHANZICK MANAGEMENT, L.L.C., a Delaware limited liability company (“Cohanzick”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.
PURCHASE AND ASSIGNMENT AND ASSUMPTION AGREEMENTPurchase and Assignment and Assumption Agreement • March 30th, 2023 • ENDI Corp. • Investment advice
THIS PURCHASE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of November 18, 2022 (“Effective Date”) by and among RIVERPARK ADVISORS, LLC, a Delaware limited liability company (“Seller”), CROSSINGBRIDGE ADVISORS, LLC, a Delaware limited liability company (“Buyer”), and COHANZICK MANAGEMENT, L.L.C., a Delaware limited liability company (“Cohanzick”). Seller, Buyer and Cohanzick each are referred to as a “Party” and collectively as the “Parties”.
