On September 5, 2023, Star Equity Fund entered into a letter agreement with the Issuer, pursuant to which Gyrodyne, LLC, in order to better align the Company?s board of directors with shareholder interests, has agreed to submit for shareholder approval at the Company?s 2023 Annual Meeting of Shareholders, a new stock incentive plan which replaces the cash retention bonus plan in place for directors. Additionally, the Company agreed not to increase director fees. Star Equity Fund agreed to vote with the recommendation of the Board at the 2023 Annual Meeting and thereafter at any special meeting of shareholders occurring before the date that is thirty days prior to the opening of the window for submission of shareholder nominations for the Company?s 2024 annual meeting of shareholders (the Termination Date), except that Star Equity may vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services Inc. (ISS) to the extent the recommendation of ISS differs from the Board?s recommendation on any matter presented to shareholders In connection with entering into the Settlement Agreement, Star Equity Fund has withdrawn its nomination of 2 candidates; Sullivan and Ms. Bible to the Board, and its proposal regarding director and management compensation matters.