ENDI / CrossingBridge Advisors, LLC - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Description of Registrant’s Securities

EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, ENDI Corp. (the “Company) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), its Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”). On Janua

List of Subsidiaries

EXHIBIT 21.1 LIST OF SUBSIDIARIES OF ENDI CORP. State of Incorporation/Organization Percentage Owned by Registrant Bonhoeffer Capital Management, LLC New York 100% (indirectly) CrossingBridge Advisors, LLC Delaware 100% (directly) eBuild Ventures, LLC Delaware 100% (directly) Enterprise Diversified, Inc. Nevada 100% (directly) Sitestar.net, Inc. Virginia 100% (indirectly) Willow Oak Asset Manageme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 000-56469 ENDI CORP. (Exa

As filed with the Securities and Exchange Commission on January 18, 2024

As filed with the Securities and Exchange Commission on January 18, 2024 Registration No.

As filed with the Securities and Exchange Commission on January 18, 2024

As filed with the Securities and Exchange Commission on January 18, 2024  Registration No.

ENDI Corp. Announces Planned SEC Deregistration and Transfer of Trading to OTC Pink Market

Exhibit 99.1 ENDI Corp. Announces Planned SEC Deregistration and Transfer of Trading to OTC Pink Market Glen Allen, VA, January 12, 2024 — ENDI Corp. (OTCQB: ENDI) (“ENDI” or the “Company”) today announced its intention to deregister its Class A common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by filing a Form 15 with the U.S. Securities and Exchange Commiss

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2024 ENDI CORP. (Exact name of registrant as specified in its charter) Delaware 000-56469 87-4284605 (State or other jurisdiction of incorporation) (Commission File Number

Amendment No. 4 to Registration Rights Agreement, dated January 12, 2024, by and among the Company, Cohanzick Management, LLC and the parties listed on the signature page thereto

Exhibit 10.2 AMENDMENT NO. 4 TO REGISTRATION RIGHTS AGREEMENT This amendment (“Amendment”) is dated as of January 12, 2024 and amends the Registration Rights Agreement, dated 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 s

Amendment No. 3 to Merger Agreement, dated January 12, 2024, by and among the Company, Enterprise Diversified, Inc., CrossingBridge Advisors LLC and Cohanzick Management LLC

Exhibit 10.1 January 12, 2024 Cohanzick Management, L.L.C. 427 Bedford Road Pleasantville, NY 10570 Attention: David K Sherman and Jonathan Barkoe Gentlemen: 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”),

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-56469 ENDI CORP. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 000-56469 ENDI C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 000-56469 ENDI CORP.

Amendment No. 3 to Registration Rights Agreement dated as of August 1, 2023 by and among ENDI Corp., Cohanzick Management, LLC and the parties listed on the signature page thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2023)

Exhibit 10.1 AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT This amendment (“Amendment”) is dated as of August 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

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2023 ENDI CORP. (Exact name of registrant as specified in its charter) Delaware 000-56469 87-4284605 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 ENDI CORP. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 ENDI CORP. (Exact name of registrant as specified in its charter) Delaware 000-56469 87-4284605 (State or other jurisdiction of incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 ☐ Transition Report P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 00

Second Amendment to Registration Rights Agreement dated as of May 1, 2023 by and among the Company, Cohanzick Management, LLC and the parties listed on the signature page thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2023)

Exhibit 10.1 AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT 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 sig

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 ENDI CORP. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 ENDI CORP. (Exact name of registrant as specified in its charter) Delaware 000-56469 87-4284605 (State or other jurisdiction of incorporation) (Commission File Number) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Amendment No. 1 to Purchase and Assignment and Assumption Agreement by and among RiverPark Advisors, LLC, CrossingBridge Advisors, LLC and Cohanzick Management, LLC dated as of December 28, 2022

EXHIBIT 10.16 AMENDMENT NO. 1 TO PURCHASE AND ASSIGNMENT AND ASSUMPTION AGREEMENT THIS AMENDMENT NO. 1 (this “Amendment”) to that certain PURCHASE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made and entered into as of December 28, 2022 (“Effective Date”) by and among RIVERPARK ADVISORS, LLC, a Delaware limited liability company (“Seller”), CROSSINGBRIDGE ADVISORS, LLC, a Delaware

Description of Registrant’s Securities

EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, ENDI Corp. (the “Company) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), its Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”). Descript

Employment Agreement by and between Enterprise Diversified, Inc. and Alea Kleinhammer dated as of December 21, 2018

EXHIBIT 10.17 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on December 21, 2018 and effective as of October 5, 2018 (the “Effective Date”), by and between ALEA KLEINHAMMER (“Executive”), and ENTERPRISE DIVERSIFIED, INC. (the “Company”), a Nevada corporation having an address at 1518 Willow Lawn Drive, Richmond, Virginia 23230. R E C I T A L S WHEREAS,

Form of Restricted Stock Award Agreement under the ENDI Corp. 2022 Omnibus Equity Incentive Plan

EXHIBIT 10.14 ENDI CORP. RESTRICTED STOCK AWARD NOTICE (2022 Omnibus Equity Incentive Plan) Grantee: [] Date of Grant: Number of Shares subject to this Restricted Stock Award: [] Vesting Commencement Date: [January 1, 2023] Vesting: 25% of the Restricted Stock shall vest on the second anniversary of the Vesting Commencement Date (the “Initial Vesting Date”). The remaining 75% shall vest in three e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 ☐ Transition Report Pursua

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 000-564

Form of Restricted Stock Unit Agreement under the ENDI Corp. 2022 Omnibus Equity Incentive Plan

EXHIBIT 10.13 ENDI CORP. RESTRICTED STOCK UNIT AWARD GRANT NOTICE (2022 Omnibus Equity Incentive Plan) Grantee: [] Date of Grant: Number of Restricted Stock Units: [] Vesting Commencement Date: [January 1, 2023] Vesting: 25% of the Restricted Stock Units shall vest on the second anniversary of the Vesting Commencement Date (the “Initial Vesting Date”). The remaining 75% shall vest in three equal a

Purchase and Assignment and Assumption Agreement by and among RiverPark Advisors, LLC, CrossingBridge Advisors, LLC and Cohanzick Management, LLC dated as of November 18, 2022

EXHIBIT 10.15 EXECUTION VERSION PURCHASE AND ASSIGNMENT AND ASSUMPTION AGREEMENT THIS PURCHASE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of November 18, 2022 (“Effective Date”) by and among RIVERPARK ADVISORS, LLC, a Delaware limited liability company (“Seller”), CROSSINGBRIDGE ADVISORS, LLC, a Delaware limited liability company (“Buyer”), and COHANZICK

Form of Restricted Stock Unit Agreement for Non-Employee Directors under the ENDI Corp. 2022 Omnibus Equity Incentive Plan

EXHIBIT 10.12 ENDI CORP. RESTRICTED STOCK UNIT AWARD GRANT NOTICE (2022 Omnibus Equity Incentive Plan) Grantee: [] Date of Grant: Number of Restricted Stock Units: [] Vesting Commencement Date: [Date of Grant] Vesting: 100% of the Restricted Stock Units shall be vested on the Vesting Commencement Date. ENDI CORP., a Delaware corporation By: [] Its: [] Acknowledged and Agreed as of day of , . Name:

List of Subsidiaries

EXHIBIT 21.1 LIST OF SUBSIDIARIES OF ENDI CORP. State of Incorporation/Organization Percentage Owned by Registrant Bonhoeffer Capital Management, LLC New York 100% (indirectly) CrossingBridge Advisors, LLC Delaware 100% (directly) eBuild Ventures, LLC Delaware 100% (directly) Enterprise Diversified, Inc. Nevada 100% (directly) Sitestar.net, Inc. Virginia 100% (indirectly) Willow Oak Asset Manageme

Filing Fee Table

EX FILING FEES Calculation of Filing Fee Tables FORM S-8 (Form Type) ENDI CORP. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common

As filed with the Securities and Exchange Commission on January 18, 2023

S-8 1 endi20230107s8.htm FORM S-8 As filed with the Securities and Exchange Commission on January 18, 2023  Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENDI CORP. (Exact name of registrant as specified in its charter) Delaware 87-4284605 (State or other jurisdiction of incorporation o

ENDI Corp. 2022 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on January 18, 2023)

EX-10.1 3 ex462035.htm EXHIBIT 10.1 Exhibit 10.1 ENDI CORP. 2022 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the ENDI Corp. 2022 Omnibus Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are es

ENTERPRISE DIVERSIFIED, INC. 2400 Old Brick Rd, Ste 115 Glen Allen, VA 23060 (434) 336-7737

424B3 1 endi20230107424b3.htm FORM 424B3 PROSPECTUS Filed pursuant to Rule 424(b)(3) Registration No.: 333-262505 ENTERPRISE DIVERSIFIED, INC. 2400 Old Brick Rd, Ste 115 Glen Allen, VA 23060 (434) 336-7737 Dear Stockholder: On December 29, 2021, Enterprise Diversified, Inc., a Nevada corporation (the “Company” or “ENDI”), CrossingBridge Advisors, LLC, a Delaware limited liability company (“CBA”),

CrossingBridge Advisors, LLC Announces Agreement to Become Adviser to the RiverPark Strategic Income Fund

EX-99.1 2 ex450167.htm EXHIBIT 99.1 Exhibit 99.1 CrossingBridge Advisors, LLC Announces Agreement to Become Adviser to the RiverPark Strategic Income Fund PLEASANTVILLE, N.Y., Nov. 23, 2022 /PRNewswire/ - CrossingBridge Advisors, LLC ("CrossingBridge"), a wholly-owned subsidiary of ENDI Corp. (OTCQB: ENDI), announced today that it has entered into an agreement to become the adviser to the RiverPar

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2022 ENDI CORP. (Exact name of registrant as specified in its charter) Delaware 000-56469 87-4284605 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 ☐ Transition Repo

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Numbe

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 (August 9, 2022) ENDI CORP. (Exact name of registrant as specified in its charter) Delaware 000-56469 87-4284605 (State or other jurisdiction of i

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On December 29, 2021, Enterprise Diversified Inc., a Nevada corporation (the ?Company? or ?ENDI?), CrossingBridge Advisors LLC, a Delaware limited liability company (?CBA?), and Cohanzick Management, LLC, a Delaware limited liability company (the ?CBA Member?) (each, a ?Party? and collectively, the ?Parties?), entered into a

CROSSINGBRIDGE ADVISORS, LLC Financial Statements As of December 31, 2020 Together With Auditor's Report INDEPENDENT AUDITOR'S REPORT

Exhibit 99.3 CROSSINGBRIDGE ADVISORS, LLC Financial Statements As of December 31, 2020 Together With Auditor's Report INDEPENDENT AUDITOR'S REPORT To the Member of CrossingBridge Advisors, LLC: Report on the Financial Statements We have audited the accompanying financial statements of CrossingBridge Advisors, LLC, which comprise the balance sheet as of December 31, 2020, the related statement of o

CROSSINGBRIDGE ADVISORS, LLC CARVE-OUT OF COHANZICK MANAGEMENT, LLC “CROSSINGBRIDGE CARVE-OUT” Financial Statements As of December 31, 2021 Together With Auditor's Report REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.2 CROSSINGBRIDGE ADVISORS, LLC CARVE-OUT OF COHANZICK MANAGEMENT, LLC ?CROSSINGBRIDGE CARVE-OUT? Financial Statements As of December 31, 2021 Together With Auditor's Report REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Member of CrossingBridge Advisors, LLC Pleasantville, New York Opinion on the Financial Statements We have audited the accompanying balance sheet of Cros

CROSSINGBRIDGE ADVISORS, LLC CARVE-OUT OF COHANZICK MANAGEMENT, LLC “CROSSINGBRIDGE CARVE-OUT” Interim Financial Statements As of March 31, 2022 CROSSINGBRIDGE CARVE-OUT Balance Sheet As of March 31, 2022

EX-99.1 2 ex434599.htm EXHIBIT 99.1 Exhibit 99.1 CROSSINGBRIDGE ADVISORS, LLC CARVE-OUT OF COHANZICK MANAGEMENT, LLC “CROSSINGBRIDGE CARVE-OUT” Interim Financial Statements As of March 31, 2022 CROSSINGBRIDGE CARVE-OUT Balance Sheet As of March 31, 2022 ASSETS Current Assets: Investments in securities, at fair value (cost $2,275,282) $ 2,262,239 Cash and cash equivalents 642,672 Accounts receivabl

Amendment to Registration Rights Agreement dated as of August 31, 2022 by and among the Company, Cohanzick Management, LLC and the parties listed on the signature page thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 1, 2022)

Exhibit 10.1 AMENDMENT TO REGISTRATION RIGHTS AGREEMENT 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 signat

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2022 ENDI CORP. (Exact name of registrant as specified in its charter) Delaware 000-56469 87-4284605 (State or other jurisdiction of incorporation) (Commission File Number)

ENDI / ENDI Corp / Kiel Steven L Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. - ) ENDI Corp. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 29260K109 (CUSIP Number) Steven L. Kiel 15 East 67th Street, 6th Floor New York, NY 10065 (Name, Address and Telephone Number of Person Authorized to Receive Notice

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2022 ☐ Transition Report Pu

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2022 OR ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ENDI CORP. (Exact Name of Registrant as Specified in Its Cha

ENDI / ENDI Corp / David K. Sherman 1997 Family Trust - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) ENDI Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 29260K109 (CUSIP Number) Robert A. Davidow C/O ENDI Corp. 2400 Old Brick Road, Suite 115 Telephone: (434) 336-7737 (Name, Address and Telephone Num

Joint Filing Agreement

EX-7 2 ex415205.htm EXHIBIT 7 Exhibit 7 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including any amendments thereto, with respect to the beneficial ownership by each of the undersigned of securities of ENDI Corp., a Delaware corporation. This J

ENDI / ENDI Corp / Cohanzick Management, Llc - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) ENDI Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 29260K109 (CUSIP Number) David Sherman Managing Member Cohanzick Management, LLC 427 Bedford Road Pleasantville, NY 10570 Telephone: (914) 741-9600

ENDI / ENDI Corp / Sherman David K. - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) ENDI Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 29260K109 (CUSIP Number) David Sherman Chief Executive Officer ENDI Corp. 2400 Old Brick Road, Suite 115 Glen Allen, VA 23060 Telephone: (434) 336-

Form of Securities Purchase Agreement dated August 18, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 18, 2022)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT 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?). RECITALS A. The Company has entered into that certain Agreement and Plan of Merger (the ?Merger Agreement?), dated as of December

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2022 ENDI CORP. (Exact name of registrant as specified in its charter) Delaware 000-56469 87-4284605 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

Class W-1 Warrant (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2022)

Exhibit 10.4 CLASS W-1 WARRANT NO. 001 CLASS W-1 WARRANT TO PURCHASE CLASS A COMMON STOCK ENDI CORP. Common Share Warrants or Warrant Securities: 1,800,000 Issue Date: August 11, 2022 THIS CLASS W-1 WARRANT TO PURCHASE CLASS A COMMON STOCK (the ?Class W-1 Warrant?) certifies that, for value received, COHANZICK MANAGEMENT, L.L.C., or its assigns (the ?Holder?), is entitled, upon the terms and subje

Registration Rights Agreement dated August 11, 2022 by and among Cohanzick Management, LLC and certain holders of the Company’s Securities (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2022)

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT 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, a

Amended and Restated Employment Agreement by and between CrossingBridge Advisors, LLC and David Sherman dated June 3, 2022 (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2022)

Exhibit 10.8 AMENDED AND RESTATED EMPLOYMENT AGREEMENT 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

Amended and Restated Certificate of Incorporation of ENDI Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2022)

Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF "ENDI CORP.", FILED IN THIS OFFICE ON THE NINTH DAY OF AUGUST, A.D. 2022, AT 3:27 O'CLOCK P.M. Page 1 Jeffrey W. Bullock, Secretary of State 64959938100 SR# 20223217738 You may verify this certificate onlin

Services Agreement dated August 11, 2022 by and between the CrossingBridge Advisors, LLC and Cohanzick Management, LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2022)

EX-10.6 9 ex411957.htm EXHIBIT 10.6 Exhibit 10.6 SERVICES AGREEMENT 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 investm

Stockholder Agreement dated August 11, 2022 by and between the Company and Cohanzick Management, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2022)

Exhibit 10.2 STOCKHOLDER AGREEMENT 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 bel

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 ENDI CORP. (Exact name of registrant as specified in its charter) Delaware 000-56469 87-4284605 (State or other jurisdiction of incorporation) (Commission File Number)

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 ENDI CORP. (Exact name of registrant as specified in its charter) Delaware 000-56469 87-4284605 (State or other jurisdiction of incorporation) (Commission File Number)

ENDI Corp. Announces Closing of Previously Announced Business Combination

Exhibit 99.1 ENDI Corp. Announces Closing of Previously Announced Business Combination Richmond, VA - August 11, 2022 - ENDI CORP. (the ?Company?) (OTC: ENDI), announced the closing of the business combination contemplated pursuant to the terms of the previously disclosed Agreement and Plan of Merger dated December 29, 2021, as subsequently amended, by and among the Company, Enterprise Diversified

Amended and Restated Bylaws of ENDI Corp. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2022)

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ENDI CORP. ARTICLE I Offices Section 1.01 Registered Office. The registered office and registered agent of ENDI Corp. (as such name may be changed in accordance with applicable law, the ?Corporation?) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below). The Corporation may also have offices in such other p

Class W-2 Warrant (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2022)

Exhibit 10.5 CLASS W-2 WARRANT NO. 001 CLASS W-2 WARRANT TO PURCHASE CLASS A COMMON STOCK ENDI CORP. Common Share Warrants or Warrant Securities: 250,000 Issue Date: August 11, 2022 THIS CLASS W-2 WARRANT TO PURCHASE CLASS A COMMON STOCK (the ?Class W-2 Warrant?) certifies that, for value received, COHANZICK MANAGEMENT, L.L.C., or its assigns (the ?Holder?), is entitled, upon the terms and subject

Voting Agreement dated August 11, 2022 by and among the Company, Cohanzick Management, LLC, Steven Kiel and Arquitos Capital Offshore Master, Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2022)

Exhibit 10.1 VOTING AGREEMENT 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

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2022)

Exhibit 10.7 [FORM OF] INDEMNIFICATION AGREEMENT 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: A. The

File No. 000-56469

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ENDI Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 87-4284605 (State of Incorporation or Organization) (IRS Employer Identification No.) 2400 Old Brick Road Suite 115 Glen A

Form of Proxy Card.

Exhibit 99.1 ENDI Enterprise Diversified Enterprise Diversified, Inc. 1806 Summit Ave. Ste. 300 Richmond, VA 23230 Control #: 0000 0000 0000 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Voting Instructions VOTE BY INTERNET ? Before the Meeting ? go to www.colonialstock.com/SYTE2022 You can view the Enterprise Diversified, Inc. Annual Report and Proxy Statement and submit your vote o

Form of Specimen Common Stock Certificate of New Parent.

EX-4.3 2 ex394223.htm Exhibit 4.3 NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE NUMBER SHARES - - COMMON STOCK 14,000,000 AUTHORIZED SHARES CUSIP 29260K109 PAR VALUE: $0.0001 ENDI CORP This Certifies that Is The Record Holder Of Shares of ENDI CORP Class A Common Stock transferable on the books of the Corporation in person or by duly authori

ENDI CORP. ENTERPRISE DIVERSIFIED, INC. 1806 Summit Ave, Ste 300 Richmond, VA 23230

CORRESP 1 filename1.htm ENDI CORP. ENTERPRISE DIVERSIFIED, INC. 1806 Summit Ave, Ste 300 Richmond, VA 23230 July 12, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549-7010 Re: ENDI Corp. Enterprise Diversified, Inc. Registration Statement on Form S-4 (No. 333-262505) Ladies and Gentlemen: The undersigned registrants here

As submitted to the Securities and Exchange Commission on July 11, 2022 .

S-4/A 1 endi20220711s4a.htm As submitted to the Securities and Exchange Commission on July 11, 2022 . Registration No. 333-262505 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENDI CORP. ENDI CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 6282 87-4284605 (State or Ot

As submitted to the Securities and Exchange Commission on July 5, 2022.

As submitted to the Securities and Exchange Commission on July 5, 2022. Registration No. 333-262505 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.5 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENDI CORP. ENDI CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 6282 87-4284605 (State or Other Jurisdiction of (Primary St

As submitted to the Securities and Exchange Commission on June 29, 2022.

As submitted to the Securities and Exchange Commission on June 29, 2022. Registration No. 333-262505 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.4 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENDI CORP. ENDI CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 6282 87-4284605 (State or Other Jurisdiction of (Primary S

SEWARD & KISSEL LLP ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004 TELEPHONE: (212) 574-1200 FACSIMILE: (212) 480-8421 WWW.SEWKIS.COM 901 K STREET, NW WASHINGTON, DC 20001 TELEPHONE: (202) 737-8833 FACSIMILE: (202) 737-5184

CORRESP 38 filename38.htm CORRESP SEWARD & KISSEL LLP ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004 TELEPHONE: (212) 574-1200 FACSIMILE: (212) 480-8421 WWW.SEWKIS.COM 901 K STREET, NW WASHINGTON, DC 20001 TELEPHONE: (202) 737-8833 FACSIMILE: (202) 737-5184 June 29, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, N.E. Was

Form of Stockholder Agreement by and between New Parent and Cohanzick Management, LLC.

EX-10.4 4 ex383327.htm EXHIBIT 10.4 Exhibit 10.4 [FORM OF] STOCKHOLDER AGREEMENT 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 i

Form of Amended and Restated Certificate of Incorporation of New Parent.

Exhibit 3.5 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ENDI CORP. ARTICLE 1 Section 1.01 Name. The name of the corporation is ENDI CORP. (the ?Corporation?). ARTICLE 2 Section 2.01 Address. The address of its registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, State of Delaware 19808. The name of its registered agent at such address is

Amended and Restated Employment Agreement by and between CBA and David Sherman, dated June 3, 2022.

Exhibit 10.7 AMENDED AND RESTATED EMPLOYMENT AGREEMENT 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

As submitted to the Securities and Exchange Commission on June 6 , 2022.

S-4/A 1 endi20220531s4a.htm FORM S-4/A As submitted to the Securities and Exchange Commission on June 6 , 2022. Registration No. 333-262505 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.3 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENDI CORP. ENDI CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 6282 87-4284605 (St

SEWARD & KISSEL LLP ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004 TELEPHONE: (212) 574-1200 FACSIMILE: (212) 480-8421 WWW.SEWKIS.COM 901 K STREET, NW WASHINGTON, DC 20001 TELEPHONE: (202) 737-8833 FACSIMILE: (202) 737-5184 June 6, 2022

CORRESP 41 filename41.htm CORRESP SEWARD & KISSEL LLP ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004 TELEPHONE: (212) 574-1200 FACSIMILE: (212) 480-8421 WWW.SEWKIS.COM 901 K STREET, NW WASHINGTON, DC 20001 TELEPHONE: (202) 737-8833 FACSIMILE: (202) 737-5184 June 6, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, N.E. Wash

May 13, 2022

May 13, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, N.E. Washington, D.C. 20549 Re: ENDI Corp. Supplemental Response Letter to Amendment No. 2 on Registration Statement on Form S-4 Filed May 13, 2022 File No. 333-262505 Dear Ms. Bednarowski: Reference is made to the registration statement on Form S-4 (the “S-4”) of END

Form of Amended and Restated Certificate of Incorporation of New Parent

Exhibit 3.5 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ENDI CORP. ARTICLE 1 Section 1.01 Name. The name of the corporation is ENDI CORP. (the “Corporation”). ARTICLE 2 Section 2.01 Address. The address of its registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, State of Delaware 19808. The name of its registered agent at such address is

SEWARD & KISSEL LLP ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004 TELEPHONE: (212) 574-1200 FACSIMILE: (212) 480-8421 WWW.SEWKIS.COM 901 K STREET, NW WASHINGTON, DC 20001 TELEPHONE: (202) 737-8833 FACSIMILE: (202) 737-5184 May 9, 2022

CORRESP SEWARD & KISSEL LLP ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004 TELEPHONE: (212) 574-1200 FACSIMILE: (212) 480-8421 WWW.

As submitted to the Securities and Exchange Commission on May 9 , 2022.

As submitted to the Securities and Exchange Commission on May 9 , 2022. Registration No. 333-262505 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENDI CORP. ENDI CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 6282 87-4284605 (State or Other Jurisdiction of (Primary S

Consent of Empire Valuation Consultants, LLC.

Exhibit 99.3 Enterprise Diversified, Inc. 1806 Summit Ave., Ste 300 Richmond, VA 23230 Re: Fairness Opinion Consent To Whom it May Concern, We hereby consent to the inclusion of our fairness opinion as Annex C to the joint proxy statement/prospectus forming part of the Registration Statement on Form?S-4 relating to the proposed merger of Enterprise Diversified, Inc. (?ENDI? or the ?Company?) with

As submitted to the Securities and Exchange Commission on March 25 , 2022.

As submitted to the Securities and Exchange Commission on March 25 , 2022. Registration No. 333-262505 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENDI CORP. ENDI CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 6282 87-4284605 (State or Other Jurisdiction of (Primary

Via EDGAR

DEL AM 1 endi20220328delam.htm Via EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Delaying Amendment for ENDI CORP Registration Statement on Form S-4 (File No. 333-262505) Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-4 (File No. 333-262505) filed with the Securities and Exchange Commission (the “Commission”) by ENDI Corp. on

Year Ended December 31, 2020

CORRESP March 25, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, N.E. Washington, D.C. 20549 Attention: Re: ENDI Corp. Registration Statement on Form S-4 Filed February 3, 2022 File No. 333-262505 Dear Ms. Bednarowski: Reference is made to the registration statement on Form S-4 (the “S-4) of ENDI Corp. (the “Company” or “

Employment Agreement by and between CBA and David Sherman, dated December 29, 2021.

Exhibit 10.7 EMPLOYMENT AGREEMENT 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 “E

Form of Amended and Restated Certificate of Incorporation of New Parent.

Exhibit 3.5 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ENDI CORP. ARTICLE 1 Section 1.01 Name. The name of the corporation is ENDI CORP. (the “Corporation”). ARTICLE 2 Section 2.01 Address. The address of its registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, State of Delaware 19808. The name of its registered agent at such address is

As submitted to the Securities and Exchange Commission on February 3, 2022.

As submitted to the Securities and Exchange Commission on February 3, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENDI CORP. ENDI CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 6282 87-4284605 (State or Other Jurisdiction of (Primary Standard Industrial (I

Bylaws of New Parent, dated December 23, 2021.

Exhibit 3.4 BYLAWS OF ENDI CORP. Adopted as of December 23, 2021 ARTICLE I. OFFICES Section 1. Registered Office. The registered office of ENDI Corp. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Direct

Form of Registration Rights Agreement by and between New Parent and the CBA Member.

Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT 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

Form of Stockholder Agreement by and between New Parent and Cohanzick Management, LLC.

Exhibit 10.4 STOCKHOLDER AGREEMENT 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). REC

Form of Services Agreement by and between CBA and the CBA Member.

Exhibit 10.5 SERVICES AGREEMENT 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 an

Form of W-2 Warrants of New Parent.

Exhibit 4.2 CLASS W-2 WARRANT NO. [001] CLASS W-2 WARRANT TO PURCHASE CLASS A COMMON STOCK ENDI CORP. Common Share Warrants or Warrant Securities: 250,000 Issue Date: , 2022 THIS CLASS W-2 WARRANT TO PURCHASE CLASS A COMMON STOCK (the “Class W-2 Warrant”) certifies that, for value received, [•], or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise a

Form of Voting Agreement between New Parent, the CBA Member and the individual or entity signatory thereto.

Exhibit 10.2 VOTING AGREEMENT 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 respecti

Form of Securities Purchase Agreement between New Parent and each purchaser party signatory thereto.

Exhibit 10.1 [FORM OF] SECURITIES PURCHASE AGREEMENT 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?). RECITALS A. The Company has entered into that certain Agreement and Plan of Merger (the ?Merger Agreement?), dated

Form of Amended and Restated Bylaws of New Parent.

Exhibit 3.6 AMENDED AND RESTATED BYLAWS OF ENDI CORP. ARTICLE I Offices Section 1.01 Registered Office. The registered office and registered agent of ENDI Corp. (as such name may be changed in accordance with applicable law, the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below). The Corporation may also have offices in such other p

Filing Fee Table

EX-FILING FEES Calculation of Filing Fee Tables FORM S-4 (Form Type) Enterprise Diversified, Inc.

Form of W-1 Warrants of New Parent.

Exhibit 4.1 CLASS W-1 WARRANT NO. [001] CLASS W-1 WARRANT TO PURCHASE CLASS A COMMON STOCK ENDI CORP. Common Share Warrants or Warrant Securities: 1,800,000 Issue Date: , 2022 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

Certificate of Incorporation of New Parent, dated December 23, 2021.

Exhibit 3.3 CERTIFICATE OF INCORPORATION OF ENDI CORP. ARTICLE I The name of the corporation is ENDI Corp. ARTICLE II The address of the corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company. ARTICLE III The purpose of the co