Crossingbridge Advisors, LLC entered into a letter of intent to acquire Enterprise Diversified, Inc. (OTCPK:SYTE) in a reverse merger transaction on July 8, 2021. Crossingbridge Advisors, LLC entered into a definitive merger agreement to acquire Enterprise Diversified, Inc. in a reverse merger transaction on December 29, 2021. At closing, both Enterprise Diversified, Inc. and CrossingBridge will become wholly owned subsidiaries of a newly formed holding company, ENDI Corp. The merger agreement calls for the outstanding securities of each of ENDI and CrossingBridge to be exchanged for common stock of ENDI Corp. Immediately upon consummation of the merger, ENDI stockholders will own 2,647,383 of the Class A Common Stock of ENDI Corp., representing approximately 52.5% of the outstanding Class A Common Stock of ENDI Corp. CrossingBridge's parent company, Cohanzick Management, LLC, will receive in the merger 2,400,000 shares of Class A Common Stock, 1,800,000 shares of Class B Common Stock and warrants to purchase 2,050,000 shares of Class A Common Stock at $8 per share which expire in five years. Post-closing, Cohanzick or its designee will purchase an additional 100,000 shares of Class A Common Stock and Cohanzick, its designee, and certain employees, officers, and directors of Enterprise Diversified, Inc. will have the right to purchase up to a further 305,000 shares of Class A Common Stock. At closing, the Class A Common Stock and Class B Common Stock issued to Cohanzick will result in Cohanzick having approximately 61.3% voting interest in Newco. David Sherman is the controlling member of Cohanzick and David Sherman and his affiliated entities have an 87% economic interest in Cohanzick. ENDI officers and directors currently collectively own 34% of outstanding ENDI shares. In the event of the termination of the Merger Agreement pursuant to clause (6) of the preceding sentence, Enterprise Diversified, Inc. shall pay a fee in the amount of $1,000,000 to CrossingBridge. Post completion the management and Directors of combined company will be comprised of: David Sherman, Chief Executive Officer and Director, Alea Kleinhammer, Chief Financial Officer, Jessica Greer, Secretary, Steven Kiel, Thomas McDonnell, Abigail Posner, Mahendra Gupta as Non-Employee Directors. The shares of the merged entity will be quoted on the over-the-counter (OTC) market with an expected ticker symbol of “ENDI.”

Completion of the Merger is subject to various customary conditions, including, among others, (1) approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by Enterprise Diversified's stockholders, (2) the registration statement on Form S-4 being declared effective by the U.S. Securities and Exchange Commission, (3) the quotation of ENDI's Class A Common Shares on the OTC Market, (4) the absence of any law, order or regulatory ruling prohibiting the consummation of the Merger and (5) the truth of each party's representations and warranties, and the performance of each party's covenants. The transaction is also subject to customary conditions including the Financial Industry Regulatory Authority and regulatory approvals. The transaction has been unanimously approved by the board of directors of Enterprise Diversified and by the board of managers of Cohanzick. On June 3, 2022, the Parties entered into an amendment to the merger agreement which amends the definition of the “Outside Date” defined in the Section 9.1(b) of the Merger Agreement, from June 30, 2022 to July 15, 2022. The Special Meeting of Stockholders of Enterprise Diversified, Inc. will be held virtually on August 9, 2022 to approve the transaction. As of July 14, 2022, the registration statement was declared effective. On July 13, 2022, the Parties entered into a second amendment to the merger agreement, under which the "Outside Date" has been amended from July 15, 2022 to August 31, 2022. The transaction is anticipated to close in approximately the next six months.

Matthew W. Mamak of Alston & Bird LLP and Nick Katsanos and Edward S. Horton of Seward & Kissel LLP acted as legal advisors to Enterprise Diversified, Inc. Linda Giunta Michaelson and Lindsay H. Ferguson of Sheppard, Mullin, Richter & Hampton LLP acted as legal advisors to Crossingbridge Advisors, LLC and Cohanzick Management, LLC. Terence L. Griswold of Empire Valuation Consultants, LLC acted as financial advisor and fairness opinion provider to the board of Enterprise Diversified, Inc. Empire will receive a fee of $52,250 in connection with delivery of its opinion.