ENDI (ENDI) Risk Analysis

As of March 22, 2023, our executive officers, directors and their affiliates beneficially owned 3,509,923 shares of our Class A Common Stock, representing approximately 74.0% of our outstanding shares of Class A Common Stock (including the shares of Class A Common Stock issuable upon exercise of the Class W-1 and Class W-2 Warrant), and 1,800,000 shares of our Class B Common Stock, representing 100.0% of our outstanding shares of Class B Common Stock. Of such shares, Cohanzick beneficially owns 2,400,000 shares of our Class A Common Stock and 1,800,000 shares of our Class B Common Stock, representing approximately 59.2% of our outstanding shares of Class A Common Stock (including the shares of Class A Common Stock issuable upon exercise of the Class W-1 and Class W-2 Warrant) and 100.0% of our outstanding shares of Class B Common Stock. David Sherman, our Chief Executive Officer and director, is the Managing Member of Cohanzick and owns approximately 71% of Cohanzick. In addition, Steven Kiel, a director, beneficially owns 754,015 shares of our Class A Common Stock (including the shares of Class A Common Stock issuable upon exercise of the Class W-1 and Class W-2 Warrant), representing approximately 13.8% of our outstanding shares of Class A Common Stock. Until the earlier of such date that (i) Mr. Kiel is no longer our director or (ii) neither Cohanzick nor any holder of our Class B Common Stock shall have the right to designate a director pursuant to the Voting Agreement. Mr. Kiel and the entities controlled by him have agreed to vote and cause their affiliate to vote in such manner as may be necessary to vote for the Class B Common Stock director designee. This concentration of ownership may have the effect of delaying, deferring or preventing a change in control, merger, consolidation, takeover or other business combination of our Company. This concentration of ownership could also discourage a potential acquiror from making a tender offer or otherwise attempting to obtain control of our Company, which could in turn have an adverse effect on the market price of securities. These stockholders, acting together, would be able to significantly influence all matters requiring stockholder approval. For example, these stockholders would be able to significantly influence elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction and the interests of these stockholders may be different from your interests.

The sale of substantial amounts of shares of our Class A Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Class A Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. As of March 22, 2023, 5,468,133 shares of Class A Common Stock are issued and outstanding. All 2,647,383 shares of Class A Common Stock issued in exchange for historical Enterprise Diversified, Inc. outstanding common shares in the Business Combination are freely tradable without registration under the Securities Act and without restriction by persons other than our "affiliates" (as defined under Rule 144 of the Securities Act, referred to herein as "Rule 144"), including our directors, executive officers and other affiliates. In addition, certain shares of our Class A Common Stock held by certain of our stockholders that are our affiliates are eligible for resale, subject to volume, manner of sale and other limitations under Rule 144. Furthermore, we have agreed to file a resale registration statement under the Securities Act on or before May 1, 2023 registering certain shares of our Class A Common Stock (including shares of our Class A Common Stock issuable upon exercisable of certain securities). Upon effectiveness of such registration statement, such shares of Class A Common Stock may be freely sold in the public market. Sales of a large number of shares of our Class A Common Stock or the perception that such sales could occur could cause the market price of the our Class A Common Stock to decline.

Rule 15g-9 under the Exchange Act establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person's account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience and objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our Class A Common Stock and cause a decline in the market value of our Class A Common Stock.

Our Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware ("Court of Chancery") will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of our Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or employees to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine as that doctrine exists under the law of the State of Delaware. Our Certificate of Incorporation further provides that, to the fullest extent permitted by law, the federal district courts of the United States of America is the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws of the United States, including the Securities Act or the Exchange Act, in each case, the applicable rules and regulations promulgated thereunder. There is uncertainty as to whether a court would enforce such provision in connection with suits to enforce a duty or liability created by the Securities Act or the Exchange Act if brought derivatively on our behalf, and our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in shares of our Company will be deemed to have notice of, and consented to, the provisions of our Certificate of Incorporation. This exclusive forum provision may limit a stockholder's ability to bring a claim in a judicial forum that the stockholder finds favorable for disputes with us or our directors, officers, or other employees and may result in increased costs to our stockholders, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our Certificate of Incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition, or results of operations.