EXHIBIT 4.4 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Sitestar Corp • June 20th, 2000 • Blank checks
EXHIBIT 4.7 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 11, 2000, among SITESTAR CORPORATION, a Nevada corporation (the "Company"), and the investors signatory hereto (each...Registration Rights Agreement • June 20th, 2000 • Sitestar Corp • Blank checks • New York
EXHIBIT 4.6 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT...Sitestar Corp • June 20th, 2000 • Blank checks • New York
Exhibit 2.1.1 AGREEMENT AND PLAN OF REORGANIZATION This AGREEMENT AND PLAN OF REORGANIZATION (hereinafter referred to as the "Agreement") is entered into as of this 25th day of October, 1998, by and between INTERFOODS CONSOLIDATED, INC. (hereinafter...Agreement and Plan of Reorganization • January 7th, 2000 • Sitestar Corp • Blank checks • Nevada
CONFIDENTIAL August 17, 1999 LETTER OF INTENT Stock Purchase Agreement Eastern Shore Net Incorporated I. ACQUIRING ENTITY Sitestar Corporation (the "Buyer" "Sitestar"), incorporated in the State of Nevada, will purchase (the "Purchase") Eastern Shore...Sitestar Corp • October 22nd, 1999
FOROffice Lease • January 7th, 2000 • Sitestar Corp • Blank checks • California
EXHIBIT 4.2 SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENTPurchase Agreement • June 20th, 2000 • Sitestar Corp • Blank checks • Nevada
EXHIBIT 2.7 ASSUMPTION AGREEMENT This Agreement is made and entered into as of the 15 th day of December, 1999 by and among SITESTAR CORPORATION, a Nevada corporation ("Sitestar"), NEOCOM MICROSPECIALISTS, INC., a Virginia corporation ("Neocom"), TOM...Assumption Agreement • January 7th, 2000 • Sitestar Corp • Blank checks • Virginia
EXHIBIT 4.8 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of May 11, 2000, between SITESTAR CORPORATION, a Nevada corporation (the "Company"), and the secured parties signatory hereto and their respective endorsees, transferees and assigns...Security Agreement • June 20th, 2000 • Sitestar Corp • Blank checks • New York
EXHIBIT 4.5 THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURED CONVERTIBLE DEBENTURE PURCHASE AGREEMENT...Exercise Agreement • June 20th, 2000 • Sitestar Corp • Blank checks • New York
1. PURCHASE PRICE The total purchase price of $200,000.00 is payable as follows: a. $ 160,000.00 Assumption of $160,000 of debt related services. 40,000.00 Promissory note, payable in three (3) annual installments of $13,334.00 each plus accrued...Asset Sale and Purchase Agreement • October 22nd, 1999 • Sitestar Corp
TAX BENEFIT PRESERVATION PLAN by and between ENTERPRISE DIVERSIFIED, INC. and Colonial Stock Transfer Company, Inc., as Rights Agent, Dated as of July 24, 2020Tax Benefit Preservation Plan • July 29th, 2020 • Enterprise Diversified, Inc. • Services-computer processing & data preparation • Nevada
TAX BENEFIT PRESERVATION PLAN, dated as of July 24, 2020 (this “Agreement”), by and between Enterprise Diversified, Inc., a Nevada corporation (the “Company”), and Colonial Stock Transfer Company, Inc., as rights agent (the “Rights Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2019 • Enterprise Diversified, Inc. • Services-computer processing & data preparation
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on December 17, 2018 and effective as of October 5, 2018 (the “Effective Date”), by and between G. MICHAEL BRIDGE (“Executive”), and ENTERPRISE DIVERSIFIED, INC. (the “Company”), a Nevada corporation having an address at 1518 Willow Lawn Drive, Richmond, Virginia 23230.
FORM OF] STOCKHOLDER AGREEMENTStockholder Agreement • June 6th, 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).
EXHIBIT 10.1 CAPITAL STOCK PURCHASE AGREEMENT This Agreement, dated as of October 15, 2002, is by and between Clinton J. Sallee and Frederick Manlunas (collectively, the "Shareholder") and Frank Erhartic, Jr. and Julie Erhartic or their assigns...Consulting Agreement • October 25th, 2002 • Sitestar Corp • Blank checks • California
SITESTAR CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • November 9th, 2016 • Sitestar Corp • Services-computer processing & data preparation • New York
The undersigned (the “Subscriber”) hereby tenders this subscription (this “Subscription Agreement”) to Sitestar Corporation, a Nevada corporation (the “Company”), and applies to purchase that number of Offered Shares of the Company as is set forth on Exhibit A attached hereto. Capital terms used herein but not otherwise defined shall have the respective meanings given to them in the Confidential Private Placement Memorandum of the Company dated September 20, 2016 (the “Memorandum”). This Subscription Agreement shall not be valid unless and until it is accepted in writing by the Company and a countersigned copy of the same is returned to the Subscriber. Instructions as to payment of the subscription price and delivery of this Subscription Agreement are set forth in Exhibit A hereto.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2022 • Enterprise Diversified, Inc. • Security brokers, dealers & flotation companies • 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”).
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”).
AGREEMENT AND PLAN OF MERGER by and among ENDI CORP., CROSSINGBRIDGE ADVISORS, LLC, ZELDA MERGER SUB 1, INC., ZELDA MERGER SUB 2, LLC, ENTERPRISE DIVERSIFIED, INC. and COHANZICK MANAGEMENT, L.L.C. Dated as of December 29, 2021Agreement and Plan of Merger • December 29th, 2021 • Enterprise Diversified, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 29, 2021, 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” and together with First Merger Sub, “Merger Subs”), CrossingBridge Advisors, LLC, a Delaware limited liability company (“CBA”) and Cohanzick Management, L.L.C., a Delaware limited liability company (“CBA Member”). Each of Parent, First Merger Sub, Second Merger Sub, CBA and CBA Member is hereby known as a “Party” and collectively the “Parties.”
AMENDMENT TO THE TAX BENEFIT PRESERVATION PLANTax Benefit Preservation Plan • April 6th, 2022 • Enterprise Diversified, Inc. • Security brokers, dealers & flotation companies • Nevada
This Amendment is dated as of April 1, 2022 (this “Amendment”) and amends the Tax Benefit Preservation Plan, dated July 24, 2020, (the “Rights Agreement”), by and between Enterprise Diversified, Inc., a Nevada corporation (the “Company”), and Colonial Stock Transfer Company, Inc., as rights agent (the “Rights Agent”).
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).
Cohanzick Management, L.L.C. 427 Bedford Road Pleasantville, NY 10570 Attention: David K Sherman and Jonathan BarkoeMerger Agreement • June 8th, 2022 • Enterprise Diversified, Inc. • Security brokers, dealers & flotation companies • Delaware
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” and together with First Merger Sub, “Merger Subs”), CrossingBridge Advisors, LLC, a Delaware limited liability company (“CBA”) and Cohanzick Management, L.L.C., a Delaware limited liability company (“CBA Member”). Each of Parent, First Merger Sub, Second Merger Sub, CBA and CBA Member is hereby known as a “Party” and collectively the “Parties.” All capitalized terms in this letter agreement not defined herein have the meanings ascribed to such terms in the Merger Agreement.
STOCK PURCHASE AGREEMENTAgreement • March 22nd, 2006 • Sitestar Corp • Services-computer processing & data preparation • Virginia
This Agreement (the “Agreement”) is made and effective as of 12:01 a.m. on the 1st day of January 2006, by and between SITESTAR CORPORATION, a Nevada corporation, with its principal place of business located at 7109 Timberlake Road, #201, Lynchburg, VA 24502 (the “Buyer”), and ISOMEDIA, INC., a Washington corporation (the “Seller”), for the purchase of all of the issued and outstanding shares of stock of Netrover, Inc., an Ontario, Canada corporation (“the Company”). The Seller and the Buyer may sometimes be referred to herein individually as a “Party” or collectively as “Parties.”
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 29th, 2021 • Enterprise Diversified, Inc. • Security brokers, dealers & flotation companies • Delaware
This VOTING AND SUPPORT AGREEMENT is made and entered into as of December 29, 2021 (this “Agreement”), by and among Enterprise Diversified, Inc., a Nevada corporation (the “Company”), and each of the parties listed on the signature page hereto (each, a “Shareholder” and, collectively, the “Shareholders”).
RECITALSPlan and Agreement of Share Exchange • January 7th, 2000 • Sitestar Corp • Blank checks • Virginia
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”).
STOCK REDEMPTION AGREEMENTStock Redemption Agreement • December 10th, 2002 • Sitestar Corp • Blank checks • California
THIS AGREEMENT, made and entered into this 4th day of December, 2002, is by and between Clinton J. Sallee and Frederick T. Manlunas (collectively, the “Seller”), and Sitestar Corporation, a Nevada corporation (the “Company”). Company and Seller shall sometimes be referred to individually as the “Party” and collectively as the “Parties.”
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • July 18th, 2016 • Sitestar Corp • Services-computer processing & data preparation • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of HVAC Value Fund, LLC (the "Company"), as of the 13th day of June, 2016 (the "Effective Date"), is made and entered into by the Members of the Company.
EXHIBIT 99.1 STOCK TENDER AND EXCHANGE AGREEMENT THIS STOCK TENDER AND EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of the 22nd day of November, 2000, by and among SITESTAR CORPORATION, a Nevada corporation (the "Company"), and...Stock Tender and Exchange Agreement • December 7th, 2000 • Sitestar Corp • Blank checks • California
CLASS W-1 WARRANT TO PURCHASE CLASS A COMMON STOCK ENDI CORP.Enterprise Diversified, Inc. • February 3rd, 2022 • 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).
COVENANT NOT TO COMPETE AGREEMENTCompete Agreement • July 6th, 2006 • Sitestar Corp • Services-computer processing & data preparation • Virginia
THIS COVENANT NOT TO COMPETE AGREEMENT (“Agreement”) is made and entered into as of 12:01 a.m. on the 30th day of June 2006 by and between SITESTAR CORPORATION (the “Company”), and FIRST USA, INC. (“Seller”).
Form of Side LetterSide Letter Agreement • December 30th, 2016 • Sitestar Corp • Services-computer processing & data preparation • New York
This side letter agreement (this “Side Letter”) is being entered into by Willow Oak Asset Management, LLC (the “Investor”) and Alluvial Capital Management, LLC (the “General Partner”), for itself and on behalf of Alluvial Fund, LP, to which it serves as general partner and investment adviser, in connection with the Investor’s investment in Alluvial Fund, LP as set forth herein. Capitalized terms that are used but not defined in this Side Letter shall have the respective meanings ascribed to such terms in Alluvial Fund, LP’s Confidential Private Placement Memorandum, Limited Partnership Agreement, or Subscription Agreement, in each case, as in effect on the date of this Side Letter (collectively, the “Fund Documents”).
EXHIBIT A BILL OF SALEBill of Sale • March 2nd, 2007 • Sitestar Corp • Services-computer processing & data preparation
This conveyance is without warranty either express or implied of any kind including any warranty of merchantability or fitness for any particular purpose except as may be expressly set forth in the APA referred to herein.
Definitive Purchase AgreementDefinitive Purchase Agreement • August 16th, 2004 • Sitestar Corp • Blank checks
