ENDI Corp. Sample Contracts

FORM OF] INDEMNIFICATION AGREEMENT
] Indemnification 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:

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STOCKHOLDER AGREEMENT
Stockholder 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).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment 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”).

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SECURITIES PURCHASE AGREEMENT
Securities 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration 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).

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VOTING AGREEMENT
Voting 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).

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SERVICES AGREEMENT
Services 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”).

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AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 1st, 2022 • ENDI Corp. • Investment advice • Delaware

This amendment (“Amendment”) is dated as of August 31, 2022 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”) (the “Registration Rights Agreement”).

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