Re: Gyrodyne, LLC Dear Mr. Eberwein:Star Equity Fund, LP • September 7th, 2023 • Cutlery, handtools & general hardware
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”).
AMENDED AND RESTATED JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • September 7th, 2023 • Star Equity Fund, LP • Cutlery, handtools & general hardware
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $1.00 per share, of Gyrodyne, LLC. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
