Entry into a Material Definitive Agreement

As described in its Current Report on Form 8-K filed with the
Securities and Exchange Commission, or SEC, on November 25, 2016,
Special Diversified Opportunities Inc. (the Company) is a party
to that certain Contribution and Exchange Agreement (as
previously amended, the Existing Agreement), dated as of November
25, 2016, among the Company, Standard General Master Fund L.P.
(SG Master Fund), P Standard General Ltd. (PSG) and Standard
General Focus Fund L.P. (SG Focus Fund and, collectively with SG
Master Fund and PSG, the SG Parties).

On April 5, 2017, the parties to the Existing Agreement entered
into an amendment (the Amendment) to the Existing Agreement (as
so amended, the Agreement). The Amendment amends the definition
of Pro Forma Book Value Per Share in the Agreement to exclude
from the calculation of the Companys stockholders equity the
impact of the payment of the purchase price and the acquisition
of shares under, as well as any fees and expenses incurred by the
Company in connection with, the transactions contemplated by
November 23, 2016 agreement to acquire, through its wholly owned
subsidiary, Pillar General Inc., all of the outstanding capital
stock of Interboro Holdings, Inc., an insurance company located
in New York. The Amendment also caps the Companys obligation
under the Agreement to pay the fees and expenses of the SG
Parties at $1.4 million in the aggregate.

Closing of the Contribution and Exchange is expected to occur in
the second quarter of 2017.

The foregoing summary of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, a copy
of which is attached hereto as Exhibit 2.1. The transactions
contemplated by the Agreement are referred to herein as the
Contribution and Exchange.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934. All statements, other than statements of historical facts,
are forward-looking statements. These forward looking statements
address, among other things activities, events or developments
that the Company expects, believes or anticipates will or may
occur in the future, including the Companys statements relating
to the anticipated effects of the proposed Contribution and
Exchange. These forward-looking statements are subject to a
number of risks that could cause actual results to differ
materially from those contained in the forward-looking
statements, including the risk that the Companys stockholders may
not approve the Companys proposal to amend and restate the
Companys certificate of incorporation to approve changes to said
certificate of incorporation contemplated by the Agreement (the
Charter Amendment Proposal) and that the regulatory approvals and
any other required approvals in connection with the Contribution
and Exchange may not be obtained on the proposed terms or at the
times anticipated, as well as the risk factors described Item 1A
of the Companys Annual Report on Form 10-K for the year ended
December 31, 2016 filed with the SEC on March 22, 2017.

Currently unknown or unanticipated risks, or risks that emerge in
the future, could cause actual results to differ materially from
those described in forward-looking statements, and it is not
possible for the Company to predict all such risks, or the extent
to which this may cause actual results to differ from those
contained in any forward-looking statement. Except as required by
law, the Company assumes no obligation to update publicly any
such forward-looking statements, whether as a result of new
information, future events, or otherwise.