FORM OF] SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 3rd, 2022 • Enterprise Diversified, Inc. • Security brokers, dealers & flotation companies • Delaware
This [Form of] Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2021, by and among ENDI Corp., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).
STOCKHOLDER AGREEMENTShareholder Agreement • February 3rd, 2022 • Enterprise Diversified, Inc. • Security brokers, dealers & flotation companies • Delaware
This Stockholder Agreement (this “Agreement”) is made as of [__], 20[_] 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 • February 3rd, 2022 • Enterprise Diversified, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, 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 • February 3rd, 2022 • Enterprise Diversified, Inc. • Security brokers, dealers & flotation companies • Delaware
This Voting Agreement (this “Agreement”) is made as of [•], 2021 by and between ENDI Corp., a Delaware Corporation (the “Company”), Cohanzick Management, LLC (the “Shareholder”), and the individual or entity set forth on the signature page hereto (the “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 • February 3rd, 2022 • Enterprise Diversified, Inc. • Security brokers, dealers & flotation companies • New York
This Services Agreement, dated as of [●] (“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”).
CLASS W-1 WARRANT TO PURCHASE CLASS A COMMON STOCK ENDI CORP.Warrant Agreement • February 3rd, 2022 • Enterprise Diversified, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS CLASS W-1 WARRANT TO PURCHASE CLASS A COMMON STOCK (the “Class W-1 Warrant”) certifies that, for value received, [•], or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [•], 2022 (the “Initial Exercise Date” and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from ENDI Corp., a corporation formed under the laws of the State of Delaware (the “Company”), up to 1,800,000 shares of Class A Common Stock, par value $0.0001 per share, of the Company (interchangeably, the “Common Shares or “Warrant Securities”), as subject to adjustment hereunder. The purchase price of one Common Share under this Class W-1 Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2022 • Enterprise Diversified, Inc. • Security brokers, dealers & flotation companies • New York
This Employment Agreement (this “Agreement”) is made and entered into this 29th day of December, 2021, 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”).
