Entire Agreement Contract Clauses (18,614)

Entire Agreement. This Agreement embodies the entire agreement made between the Parties hereto with respect to the matters covered herein and shall not be modified except by a writing signed by the Party to be charged.

Entire Agreement. This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein, and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this document. The parties acknowledge that, in deciding to enter into this Agreement, they have not relied upon any statements, promises, or representations, written or ora...l, express or implied, other than those set forth in this Agreement. Accordingly, it is agreed that no deviation from the terms hereof will be predicated upon any prior representations or agreements, whether oral or written. The parties acknowledge that they have negotiated this Agreement at arm's-length with adequate representation on an equal basis, and the filing of a suit challenging the negotiated terms of this Agreement by either party will be deemed a default and this Agreement will be terminated as provided herein. View More

Entire Agreement. This letter supersedes and replaces any prior understandings or agreements, whether oral, written or implied, between you and the Company regarding the matters described in this letter.

Entire Agreement. This Agreement and the Plan constitute the entire agreement among the Company and the Participant pertaining to the subject matter hereof, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Company and the Participant with respect to the Stock Units granted hereunder. In the event of any inconsistency between the Plan and this Agreement, the terms and conditions of the Plan shall control. 4 12. Notice. Any notice to the Company provi...ded for in this instrument shall be addressed to the Company in care of the Company's Secretary, at the corporate headquarters of the Company at 27 Pine Street, Suite 50, New Canaan, CT 06840, and any notice to the Participant shall be addressed to the Participant at the current address shown on the payroll of the Employer, or to such other address as the Participant may designate to the Employer in writing. Any notice shall be delivered by hand, electronic mail, or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service or by the postal authority of the country in which the Participant resides or to an internationally recognized expedited mail courier. View More

Entire Agreement. This Agreement and the documents referred to herein or referencing this Agreement constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof. 8 17.Amendment and Waiver. This Agreement may be amended only by a written agreement executed by each of the Parties. No amendment ...of or waiver of, or modification of any obligation under this Agreement will be enforceable unless set forth in a writing signed by the party against which enforcement is sought. View More

Entire Agreement. This Agreement, the Offer Letter, and the Indemnification Agreement shall constitute the entire agreement of the parties with respect to the matters covered hereby and shall supersede all previous written, oral or implied understandings between them with respect to such matters.

Entire Agreement. This Agreement is and shall be considered to be the entire agreement or understanding between the parties hereto with respect to the employment of the Executive by the Company. All negotiations, commitments, and understandings acceptable to both parties have been incorporated herein. No letter, telegram, or communication passing between the parties hereto covering any such matter during this contract period, or any plans or periods thereafter, shall be deemed a part of this Agreement; nor shall ...it have the effect of modifying or adding to this Agreement unless it is distinctly stated in such letter, telegram, or communication that is to constitute a part of this Agreement and is attached as an amendment to this Agreement and is signed by the parties to this Agreement. View More

Entire Agreement. This Amended and Restated Letter Agreement constitutes the entire agreement between the parties hereto with respect to the matters referred to herein and supersedes any and all prior agreements, whether written or oral (including, without limitation any offer letter or the Original Letter); provided that any equity award January 19, 2022 Page 11 agreements entered into by the Company and you prior to the date hereof, in each case, are expressly preserved. No other agreement relating to the terms... of your employment by the Company, oral or otherwise, shall be binding between the parties unless it is in writing and signed by the party against whom enforcement is sought. There are no promises, representations, inducements or statements between the parties other than those that are expressly contained herein. You acknowledge that you are entering into this Amended and Restated Letter Agreement of your own free will and accord, and with no duress, that you have read this Amended and Restated Letter Agreement and that you understand it and its legal consequences. View More

Entire Agreement. This Agreement and the exhibits attached to this Agreement constitute the entire agreement and understanding between the Buyer and the Seller and supersede any and all prior understandings, agreements or representations between the Buyer and the Seller, whether written or oral, related in any way to the subject matter of this Agreement.

Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties, and supersedes any prior agreement or understanding among the parties, with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein. [Remainder of page intentionally left blank; signature page follows] This Agreement is hereby executed effective as ...of the date first set forth above. ENDI Corp. By: _________________________ Name: Title: Cohanzick Management, LLC By: _________________________ Name: Title: _____________________ Steven Kiel EX-10.2 11 ex_331874.htm ex_331874.htm 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 respective meanings ascribed to them in the Merger Agreement (as defined below). RECITALS WHEREAS, the Company together with Enterprise Diversified Inc., CrossingBridge Advisors LLC, Zelda Merger Sub 1, Inc., Zelda Merger Sub 2, LLC and the Shareholder have entered into an Agreement and Plan of Merger dated [•], 2021 (the "Merger Agreement"). WHEREAS, the Voting Party or its Affiliates (as defined below) will, upon closing of the transactions contemplated by the Merger Agreement, own shares of the Company's Common Stock. WHEREAS, the Company has separately agreed to nominate for election or re-election at each annual meeting of shareholders the director designees of the Class B Common Stock, and if the Class B Common Stock has been redeemed, of Shareholder (the "Shareholder Designees"), pursuant to the terms of the Company's Certificate of Incorporation and that certain Stockholder Agreement, dated as of the date hereof, by and between the Company and the Shareholder (the "Stockholder Agreement"). NOW THEREFORE, in consideration of the foregoing and of the promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Agreement to Vote. During the term of this Agreement and for as long as the Voting Party or any of its Affiliates holds Voting Shares (as defined below), the Voting Party agrees with the Company to vote, and to cause its Affiliates to vote, all securities of the Company that may vote in the election of the Company's directors that such Voting Party or its Affiliates own from time to time and at all times (hereinafter referred to as the "Voting Shares") in such manner as may be necessary to elect (and maintain in office) the Shareholder Designees whether at a regular or special meeting of stockholders or any class or series of stockholders or by written consent. For the avoidance of doubt, nothing in this Agreement shall restrict a Voting Party's or its Affiliates' right to sell or transfer Voting Shares at any time, or any transferee thereof [; provided, however, that if the Voting Party wishes to transfer any of its Voting Shares to any relative or spouse of such Voting Party, or to any trust or other estate in which such Voting Party has at least a 10% beneficial interest or as to which such Voting Party serves as trustee or in a similar fiduciary capacity, such Voting Party shall, prior to the effectiveness of such transfer, procure that such transferee execute a joinder hereto agreeing to be bound by all the terms hereof, and notice of such transfer shall be delivered to the Company]. For purposes of this Agreement, "Affiliate" means any individual, corporation, partnership, unincorporated association or other entity that, directly or indirectly, is controlled by the Voting Party, controls the Voting Party or is under common control with the Voting Party. View More