STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of April 12,
2002, is by and among SPECIAL K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P.
("Special K Fund"), K CAPITAL OFFSHORE MASTER FUND (U.S. DOLLAR), L.P. ("K
Capital Fund" and together with Special K Fund, the "Sellers") and Gerard
WHEREAS, Special K Fund is the beneficial owner of 27,781 shares of the
common stock, par value $1.00 per share (the "Common Stock"), of Gyrodyne
Company of America, Inc. and K Capital Fund is the beneficial owner of 181,569
shares of Common Stock;
WHEREAS, the Sellers desire to sell, and the Purchaser desires to purchase
98,350 shares of Common Stock (collectively, the "Shares");
NOW, THEREFORE, in consideration of the covenants and conditions set forth
herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties agree as follows:
SALE AND PURCHASE OF SHARES
1.1 TRANSFER OF SHARES. Subject to the terms and conditions of this
Agreement, at the closing referred to in Section 2.1 (the "Closing"), the
Sellers shall, sell, assign, transfer, convey and deliver to the Purchaser, and
the Purchaser shall purchase, acquire and accept from the Sellers, the Shares,
free and clear of all Encumbrances.
1.2 PURCHASE PRICE. The purchase price per Share (the "Purchase Price")
shall be $20.25. The Purchase Price shall be paid by the Purchaser at the
Closing by wire transfer of immediately available funds to Citibank, New York,
Account # 388-90774.
2.1 DATE OF CLOSING. The Closing shall take place and may be effected
through delivery of documents via facsimile transmission on the date that this
Agreement is executed and delivered by all parties hereto. The date on which the
Closing is held is referred to in this Agreement as the "Closing Date". At the
Closing, the parties shall execute and deliver the documents referred to in
Sections 2.2 and 2.3.
2.2 DOCUMENTS TO BE DELIVERED BY THE SELLERS. At the Closing, the Sellers
shall deliver, or cause to be delivered, to the Purchaser the following:
(a) a Notice of Guaranteed Delivery in the form of Exhibit A hereto, duly
executed and completed.
2.3 DOCUMENTS TO BE DELIVERED BY THE PURCHASER. At the Closing, the
Purchaser shall deliver to the Sellers the following:
(a) payment and evidence of the wire transfer referred to in Section 1.2.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
The Sellers jointly and severally represent and warrant to the Purchaser
3.1 LEGAL POWER; ORGANIZATION; QUALIFICATION. Each Seller is a legal entity
of the type set opposite such Seller's name on Exhibit B hereto. Each Seller has
been duly organized, and is validly existing and in good standing, under the
laws of its jurisdiction of formation, has all requisite power and authority to
execute and deliver this Agreement and to consummate the Transactions, and has
taken all necessary corporate or other action to authorize the execution,
delivery and performance of this Agreement.
3.2 AUTHORIZATION OF AGREEMENT. This Agreement has been duly executed and
delivered by each Seller and, assuming due and valid authorization, execution
and delivery by the Purchaser, this Agreement constitutes a legal, valid and
binding obligation of each Seller, enforceable against each Seller in accordance
with its terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar laws of
general application affecting enforcement of creditors' rights generally and
(ii) the availability of the remedy of specific performance or injunctive or
other forms of equitable relief may be subject to equitable defenses and would
be subject to the discretion of the court before which any proceeding therefor