5.	Disposition Activities

Flowerfield -

August 27, 2019,

the Company’s wholly-owned subsidiary GSD Flowerfield, LLC entered into a Purchase and Sale Agreement (the “BSL Agreement”) for the sale of an approximately

9.0

acre parcel of vacant land in the Flowerfield complex in Smithtown, New York for

$16,800,000

to BSL St. James LLC, a Delaware limited liability company (“BSL”).

Under the BSL Agreement: (i) BSL will have the right to terminate the BSL Agreement, during an investigation period, by written notice to GSD if BSL is

not

fully satisfied, in its sole discretion, as to the status of title, suitability of the Premises and all factors concerning same, in which case BSL will have the right to receive a refund of its earnest money deposit; (ii) if BSL does

not

terminate the BSL Agreement on or prior to the end of the investigation period, BSL will be obligated to deliver an additional earnest money deposit to the escrow agent, which together with the initial earnest money deposit will be applied toward the purchase price at closing; (iii) unless BSL terminates the BSL Agreement on or prior to the end of the investigation period, the closing will occur on the

30th

day following the earlier of (y) the Town of Smithtown’s granting of the Site Plan Approval (as defined in the BSL Agreement and as described below); or (z) BSL’s waiver of the Site Plan Approval.

The BSL Agreement is also contingent on the receipt of Subdivision Approval (as defined in the BSL Agreement and as described below). The Subdivision Approval condition requires that GSD obtain a subdivision of the Gyrodyne/Flowerfield complex into separate parcels to create the Property (as generally depicted in the BSL Agreement) within a specified time (the “Subdivision Approval Period”) following the last day of the investigation period. If the Subdivision Approval is

not

obtained within the Subdivision Approval Period, each of GSD and BSL have the right to terminate the BSL Agreement. BSL will also have a limited right to terminate the BSL Agreement in the event the Subdivision Approval contains requirements specified in the BSL Agreement. If Subdivision Approval has

not

been denied by the Town of Smithtown at or prior to the last day of the Subdivision Approval Period, GSD shall have the right to extend its time to obtain the Subdivision Approval for a specified period of time. If Subdivision Approval is

not

obtained within such additional time, each of GSD and BSL have the right to terminate the BSL Agreement.

The Site Plan Approval is specifically delineated in the BSL Agreement. If BSL fails to obtain the Site Plan Approval prior to the end of the site plan approval period, BSL

may

cancel the BSL Agreement, waive the Site Plan Approval contingency, or extend the site plan period for a specified period upon the payment of an extension fee. If, after such extension, BSL fails to obtain the Site Plan Approval, BSL

may

cancel the BSL Agreement, waive the Site Plan Approval contingency, or extend the site plan period for an additional specified period with a

second

non-refundable extension fee.

The BSL Agreement also contains additional customary covenants, conditions, representations and warranties.

Cortlandt Manor -

Gyrodyne, LLC, a New York limited liability company (the “Company”), has announced the execution by its subsidiaries

GSD Cortlandt, LLC, a New York limited liability company (“GSD”), and Buttonwood Acquisition, LLC (“Buttonwood” and together with GSD, the “Cortlandt Subsidiaries”), of a Purchase and Sale Agreement (the “Agreement”) effective as of

December 7, 2019 (

the “Effective Date”) for the sale of approximately

4.5

acres of its real property located in Cortlandt Manor, New York, together with the improvements thereon (the “Property”), to Sound Cortlandt, LLC, a Delaware limited liability company (“SC LLC”), for a purchase price of

$5,720,000.

The Town of Cortlandt (the “Town”) is processing a proposed zoning initiative to create a Medical Oriented District (“MOD”) that would include the entire Cortlandt property (owned by the Cortlandt Subsidiaries) within its boundaries. Included in the Town’s initiative is the Company’s site plan to subdivide the entire property into

three

parcels for the development of (i) a medical office building with retail, (ii) a multi-family residential housing project and (iii) an open space, passive recreation parcel. The Property that is the subject of the Agreement consists of the medical office building with ancillary retail space, and does

not

include the multi-family residential housing parcel or the open space, passive recreation parcel.

The Agreement requires: (i) an inspection period that will expire after a set period, during which time SC LLC will have the right to terminate the Agreement by written notice to GSD if SC LLC will

not

be fully satisfied, in SC LLC’s sole discretion, as to the status of title, suitability of the Property and all factors concerning same, prior to the expiration of the inspection period, in which case SC LLC will have the right to receive a refund of its earnest money deposit; (ii) if SC LLC does

not

terminate the Agreement on or prior to the end of the inspection period, SC LLC will be obligated to deliver an additional earnest money deposit to the escrow agent, which together with the initial earnest money deposit will be applied toward the purchase price at closing; (iii) unless SC LLC terminates the Agreement on or prior to the end of the inspection period, the closing will occur on the

60th

day following the earlier of (y) the applicable governmental authorities granting of the Final Project Approvals (as defined in the Agreement and as described below); or (z) SC LLC’s waiver of the Final Project Approvals.

The Final Project Approvals are also contingent on the receipt of Subdivision Approval and Site Plan Approval (each as defined in the Agreement and as described below). The Subdivision Approval condition requires that the Cortlandt Subsidiaries obtain approval as and to the extent necessary to allow for the conveyance of the medical office building parcel to SC LLC and the conveyance of the recreation parcel to the owner’s association within a specified time following the last day of the inspection period. If such Subdivision Approval is

not

obtained within such specified time following the last day of the inspection period, SC LLC has the right to terminate the Agreement. The Agreement provides SC LLC with a limited right to terminate the Agreement in the event the Subdivision Approval contains requirements specified in the Agreement. In the event the Subdivision Approval has

not

been denied by the Town at or prior to the last day of the specified period, SC LLC shall have the right to extend the time to obtain the Subdivision Approval for a specified period of time. If such Subdivision Approval is

not

obtained within such additional time, SC LLC has the right to terminate the Agreement.

The Site Plan Approval is specifically delineated in the Agreement. If SC LLC fails to obtain the Site Plan Approval prior to the closing date (expected to be

May 4, 2021),

SC LLC

may

cancel the Agreement, waive the Site Plan Approval contingency, or extend the closing date.

The Agreement also contains additional customary covenants, conditions, representations and warranties.

Port Jefferson Professional Park

–

August 2018,

the Company sold its final building (

Medical Drive) in the Port Jefferson Professional Park for

$800,000.