Robert A. Davidow - 11 Aug 2022 Form 3 Insider Report for ENDI Corp. (ENDI)

Footnote F1

Cohanzick Management, LLC ("Cohanzick") beneficially owns (i) 2,400,000 shares of the Registrant's Class A Common Stock, (ii) 1,800,000 shares of the Registrant's Class B Common Stock, (iii) a Class W-1 Warrant to purchase 1,800,000 shares of the Registrant's Class A Common Stock and (iv) a Class W-2 Warrant to purchase 250,000 shares of the Registrant's Class A Common Stock. Notwithstanding the foregoing, The David K. Sherman 1997 Family Trust owns 17.1524 units (16%) of Cohanzick. Robert A. Davidow is the Trustee of The David K. Sherman 1997 Family Trust.

Footnote F2

Outstanding shares of the Issuer's Class B Common Stock shall be redeemed by the Issuer on a one-for-one basis for each share of the Issuer's Class A Common Stock issued upon the exercise of any Class W-1 Warrant. Each Class W-1 Warrant shall be automatically exercised on a "cashless" basis if not fully exercised prior to the expiration date, or August 11, 2027. Any shares of the Issuer's Class B Common Stock outstanding as of August 11, 2027 shall be redeemed by the Issuer pursuant to the terms of that certain Stockholder Agreement dated as of August 11, 2022 by and between the Issuer and Cohanzick. As such, the Reporting Person may not simultaneously vote both the Issuer's Class B Common Stock and the shares of Class A Common Stock underlying the Class W-1 Warrant at any given time.

Footnote F3

The Class B Common Stock only has voting rights and no economic rights. Accordingly, holders of the Issuer's Class B Common Stock are not entitled to receive any dividends or other distributions in cash, property, or shares of stock and will not be entitled to receive any assets of the Issuer in the event of any liquidation, dissolution or winding up of the Issuer's affairs.