AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GYRODYNE, LLCLimited Liability Company Agreement • September 1st, 2015 • Gyrodyne, LLC • Operators of nonresidential buildings • New York
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GYRODYNE, LLC (together with the schedules and exhibits attached hereto, and as amended, restated, supplemented or otherwise modified from time to time), dated August 31, 2015 and effective immediately prior to the Effective Time, is entered into by Gyrodyne Company of America, Inc., a self-managed and self-administered real estate investment trust formed under the laws of the State of New York (“Gyrodyne”), as sole member. Capitalized terms used in this Agreement and not otherwise defined have the meanings set forth in Section 1.1 hereto.
September 5, 2023 Star Equity Fund, LP c/o Jeffrey E. Eberwein Old Greenwich, Connecticut 06870Gyrodyne, LLC • September 8th, 2023 • Operators of nonresidential buildings
This letter agreement is intended to memorialize the understandings and agreements that have been reached between Gyrodyne, LLC (the “Company” or “we”) and Star Equity Fund, LP (collectively with its Affiliates (as defined below), “Star Equity”) relating to, among other things, Star Equity’s (i) notice to the Company (the “Nomination Notice”) of its intent to nominate two candidates for election to the Company’s board of directors (the “Board”) at the Company’s 2023 annual meeting of shareholders (the “Annual Meeting”) and (ii) shareholder proposal submitted to the Company pursuant to Rule 14a-8 (the “Shareholder Proposal”) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, (the “Exchange Act”).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • August 22nd, 2023 • Gyrodyne, LLC • Operators of nonresidential buildings
This Confidentiality Agreement (the "Agreement") is entered into as of August 16, 2023, by and between GYRODYNE, LLC, a New York limited liability company with an address at One Flowerfield, St. James, New York 11780 ("Gyrodyne"), and STAR EQUITY FUND, LP, a Delaware limited partnership whose address is 53 Forest Avenue, Suite 101, Old Greenwich, Connecticut 06870 (collectively with its affiliates, "Star Equity", and together with Gyrodyne, each a "Party" and, collectively, the "Parties").
Gyrodyne, LLC One Flowerfield, Suite 24 Saint James, New York 11780Cooperation Agreement • August 1st, 2023 • Gyrodyne, LLC • Operators of nonresidential buildings
This letter agreement is intended to memorialize the understandings and agreements that we have reached with Leap Tide Capital Management LLC (collectively with its affiliates, “Leap Tide”) and you (together with Leap Tide, the “Leap Tide Parties”) relating to, among other things, the composition of the Board of Directors (the “Board”) of Gyrodyne, LLC, a New York limited liability company (the “Company”).
BOARD ADVISER AGREEMENTBoard Adviser Agreement • March 26th, 2020 • Gyrodyne, LLC • Operators of nonresidential buildings • New York
BOARD ADVISER AGREEMENT (this "Agreement") is made effective as of May 24, 2016, by and between GYRODYNE, LLC, a New York limited liability company (the "Company"), and JAD FAKHRY, an individual residing at 840 Hinckley Road, Suite 250, Burlingame, CA 94010, California (the "Adviser").
GYRODYNE, LLCGyrodyne, LLC • April 19th, 2017 • Operators of nonresidential buildings
This will confirm our agreement regarding the terms of your separation from employment with Gyrodyne, LLC (“Company”) on mutually agreeable terms as set forth below. You and the Company agree this Agreement represents the full and complete agreement concerning your separation from employment with the Company.
PURCHASE AND SALE AGREEMENT BY VIRGINIA HEALTHCARE CENTER, LLC, a Virginia limited liability company TO JAG ASSOCIATES, L.L.C., a Virginia limited liability company 10721 Main Street, Fairfax, VirginiaPurchase and Sale Agreement • February 12th, 2016 • Gyrodyne, LLC • Operators of nonresidential buildings • Virginia
The following basic terms of the Lease (herein called the "Basic Lease Provisions") between Landlord and Tenant are an integral part of and are incorporated by reference into this Lease:
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 6th, 2016 • Gyrodyne, LLC • Operators of nonresidential buildings • Virginia
THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “Amendment”) is made as of the 25th day of April, 2016, by and between VIRGINIA HEALTHCARE CENTER, LLC, a Virginia limited liability company, having an address at c/o Gyrodyne, LLC, One Flowerfield, Suite 24, St. James, NY 11780, Attn: Peter Pitsiokos, Chief Operating Officer (“Seller”) and JAG ASSOCIATES, L.L.C., a Virginia limited liability company, having an address 7717 Carlton Place, McLean, VA 22102, Attn: Ambrish Gupta, or its permitted assigns (“Purchaser”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • January 31st, 2018 • Gyrodyne, LLC • Operators of nonresidential buildings • New York
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of January 25, 2018 (the “Amendment Date”) by and between Gyrodyne, LLC, a New York limited liability company (the “Company”) and Peter Pitsiokos, an individual (the “Employee”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 30th, 2019 • Gyrodyne, LLC • Operators of nonresidential buildings • New York
PURCHASE AND SALE AGREEMENT (“Purchase Agreement”) dated as of August , 2019 (“Effective Date”) by and between GSD FLOWERFIELD LLC, a limited liability company validly organized and existing under the laws of the State of New York, having an office at 1 Flowerfield Road, Suite 24, St. James, New York 11780 (“Seller”), and BSL ST. JAMES LLC, a limited liability company [****](“Purchaser”).
THE SYMBOL “[****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED **** Exclusive Capital...Gyrodyne, LLC • March 26th, 2020 • Operators of nonresidential buildings
Thank you for engaging [****] to provide you with the Capital Markets Services indicated below. The purpose of this Agreement is to define the scope of that representation, how our services will be provided to you, and the fees associated with such services.
AMENDMENT NO. 2 TO BOARD ADVISER AGREEMENTBoard Adviser Agreement • March 26th, 2020 • Gyrodyne, LLC • Operators of nonresidential buildings • New York
AMENDMENT NO. 2 TO BOARD ADVISER AGREEMENT (this “Amendment”) dated as of December 31, 2019 (the “Amendment Date”) by and between GYRODYNE, LLC, a New York limited liability company (the “Company”) and JAD FAKHRY, an individual residing at 840 Hinckley Road, Suite 250, Burlingame, California 94010 (the "Adviser").
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 6th, 2016 • Gyrodyne, LLC • Operators of nonresidential buildings
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “Amendment”) is made as of the 8th day of April, 2016 by and between VIRGINIA HEALTHCARE CENTER, LLC, a Virginia limited liability company, having an address at c/o Gyrodyne, LLC, One Flowerfield, Suite 24, St. James, NY 11780, Attn: Peter Pitsiokos, Chief Operating Officer (“Seller”) and JAG ASSOCIATES, L.L.C., a Virginia limited liability company, having an address 7717 Carlton Place, McLean, VA 22102, Attn: Ambrish Gupta, or its permitted assigns (“Purchaser”).
AMENDMENT NO. 1 TO BOARD ADVISER AGREEMENTBoard Adviser Agreement • March 26th, 2020 • Gyrodyne, LLC • Operators of nonresidential buildings • New York
AMENDMENT NO. 1 TO BOARD ADVISER AGREEMENT (this “Amendment”) dated as of November 24, 2017 (the “Amendment Date”) by and between GYRODYNE, LLC, a New York limited liability company (the “Company”) and JAD FAKHRY, an individual residing at 840 Hinckley Road, Suite 250, Burlingame, California 94010 (the "Adviser").
AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • March 26th, 2020 • Gyrodyne, LLC • Operators of nonresidential buildings
The undersigned, being the __________ of __________, a __________ (“Owner’) hereby represents and warrants as follows to and for the benefit of First American Title Insurance Company (the “Title Company”):
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 6th, 2016 • Gyrodyne, LLC • Operators of nonresidential buildings
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the “Amendment”) is made as of 22nd day of February, 2016 by and between VIRGINIA HEALTHCARE CENTER, LLC, a Virginia limited liability company, having an address at c/o Gyrodyne, LLC, One Flowerfield, Suite 24, St. James, NY 11780, Attn: Peter Pitsiokos, Chief Operating Officer (“Seller”) and JAG ASSOCIATES, L.L.C., a Virginia limited liability company, having an address 7717 Carlton Place, McLean, VA 22102, Attn: Ambrish Gupta, or its permitted assigns (“Purchaser”).
LIMITED LIABILITY COMPANY AGREEMENT OF GYRODYNE, LLCLimited Liability Company Agreement • October 21st, 2013 • Gyrodyne, LLC • New York
This Limited Liability Company Agreement of Gyrodyne, LLC (the “Company”), dated as of October 3, 2013 (this “Agreement”), is made by Gyrodyne Company of America, Inc., a self-managed and self-administered real estate investment trust formed under the laws of the State of New York, as sole member (the “Member”).
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF GYRODYNE, LLCLimited Liability Company Agreement • June 26th, 2014 • Gyrodyne, LLC • Operators of nonresidential buildings
This Amendment No. 1, dated June 26, 2014 (this “Amendment No. 1”), to the Limited Liability Company Agreement of Gyrodyne, LLC (the “Company”), dated as of October 3, 2013 (the “Existing Agreement”), is made by Gyrodyne Company of America, Inc., a self-managed and self-administered real estate investment trust formed under the laws of the State of New York, as sole member (the “Member”).
