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:
STOCKHOLDER AGREEMENTStockholder 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).
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”).
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”).
