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.”
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”).
