EX-2.1
from 8-K
2 pages
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. Pursuant to Section 11.1 of the Merger Agreement, the Merger Agreement May Be Amended, Modified or Supplemented by an Instrument in Writing Specifically Designated as an Amendment Thereto, Signed on Behalf of Each Party. the Parties Desire to Amend the Merger Agreement. Accordingly, the Parties Agree and Acknowledge That Section 9.1(b) of the Merger Agreement Is Hereby Amended to Read in Its Entirety as Follows
12/34/56
EX-2.1
from 425
2 pages
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. Pursuant to Section 11.1 of the Merger Agreement, the Merger Agreement May Be Amended, Modified or Supplemented by an Instrument in Writing Specifically Designated as an Amendment Thereto, Signed on Behalf of Each Party. the Parties Desire to Amend the Merger Agreement. Accordingly, the Parties Agree and Acknowledge That Section 9.1(b) of the Merger Agreement Is Hereby Amended to Read in Its Entirety as Follows
12/34/56
EX-2.1
from 8-K
2 pages
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. Pursuant to Section 11.1 of the Merger Agreement, the Merger Agreement May Be Amended, Modified or Supplemented by an Instrument in Writing Specifically Designated as an Amendment Thereto, Signed on Behalf of Each Party. the Parties Desire to Amend the Merger Agreement. Accordingly, the Parties Agree and Acknowledge That Section 9.1(b) of the Merger Agreement Is Hereby Amended to Read in Its Entirety as Follows
12/34/56
EX-2.1
from 425
2 pages
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. Pursuant to Section 11.1 of the Merger Agreement, the Merger Agreement May Be Amended, Modified or Supplemented by an Instrument in Writing Specifically Designated as an Amendment Thereto, Signed on Behalf of Each Party. the Parties Desire to Amend the Merger Agreement. Accordingly, the Parties Agree and Acknowledge That Section 9.1(b) of the Merger Agreement Is Hereby Amended to Read in Its Entirety as Follows
12/34/56
EX-2.1
from 8-K
98 pages
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, 2021
12/34/56
EX-2.1
from 425
98 pages
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, 2021
12/34/56