Gyrodyne, LLC (GYRO)

[Enterprising Investor]

Merger of Gyrodyne and Gyrodyne Special Distribution, LLC into Gyrodyne LLC.

(a) each share of Gyrodyne Common Stock issued and outstanding (including any such shares that are owned by Gyrodyne as treasury stock) immediately prior to the Effective Time (other than Dissenting Shares) shall be converted into 0.09 validly issued LLC Shares (representing such shares’ pro rata share of 22.6% of the LLC Shares in the aggregate, giving effect to consummation of the Merger), or as otherwise shall be determined by the Board of Directors of Gyrodyne and announced at least ten days prior to Gyrodyne’s annual meeting of shareholders or such other meeting of shareholders at which shareholders of Gyrodyne shall consider and act upon this Plan of Merger;

(b) each common membership interest of GSD issued and outstanding immediately prior to the Effective Time will be converted into 0.47 validly issued LLC Shares (representing such shares’ pro rata share of 47.4% of the LLC Shares in the aggregate, giving effect to consummation of the Merger), or as otherwise shall be determined by the Board of Directors of Gyrodyne and announced at least ten days prior to Gyrodyne’s annual meeting of shareholders or such other meeting of shareholders at which shareholders of Gyrodyne shall consider and act upon this Plan of Merger;

(c) each $1.00 of principal amount of the outstanding Dividend Notes at the Effective Time shall be redeemed by issuance of 0.025 validly issued LLC Shares (representing such Dividend Notes’ pro rata share (based on the aggregate amount of Dividend Notes) of 30.0% of the LLC Shares in the aggregate, giving effect to consummation of the Merger), or as otherwise shall be determined by the Board of Directors of Gyrodyne and announced at least ten days prior to Gyrodyne’s annual meeting of shareholders or such other meeting of shareholders at which shareholders of Gyrodyne shall consider and act upon this Plan of Merger;

http://www.sec.gov/Archives/edgar/data/44689/000157104915005416/t1501502-defa14a.htm