Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: # transactions are executed in accordance with management’s general or specific authorizations, # transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, # access to assets is permitted only in accordance with management’s general or specific authorization, and # the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

Service Provider shall be responsible for maintaining full and accurate books, records and accounts of all Services rendered pursuant to this Agreement in such a way as to disclose clearly and accurately the nature and detail thereof, including without limitation such accounting information as is necessary to support the reasonableness of charges under this Agreement and such additional information as Recipient may reasonably request for purposes of its internal bookkeeping and accounting operations. Service Provider shall keep such books, records and accounts insofar as they pertain to the computation of charges hereunder available at its principal offices for audit, inspection and copying by Recipient and persons authorized by it or any governmental agency having jurisdiction over Recipient during all reasonable business hours. Service Provider will provide to Recipient, at Service Provider’s principal office in New York, computer access to the electronic system that generates the electronic records with respect to Recipient’s business. Computer access to the electronic data media used to maintain accounting records relating to Recipient’s business will be readily available, easily accessible and in a readable format during all normal business hours. Service Provider will maintain format integrity and compatibility of the electronic records to ensure such records that constitute the accounting records relating to Recipient’s business are current and accessible. Service Provider shall verify that all accounting transactions are currently prepared and reflected in Service Provider’s records through reconciliation of bank and other accounting records provided by Service Provider and by review of general ledgers. Service Provider shall maintain backup records in the event of disaster.

Manage and perform the various administrative functions necessary for the management of the day-to-day operations of the Company;

Acknowledgement; Determination by Accounting Firm ​ and Employee acknowledge that, following a change in ownership or control (as that term is defined in the Treasury Regulations published under Section 280G of the Internal Revenue Code), one or more payments or distributions to be made by ​ or an affiliated entity to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement to which this [Exhibit A] is attached, under some other plan, agreement, or arrangement, or otherwise) (a “Payment”) may be determined to be an “excess parachute payment” that is not deductible by ​ or any affiliated entity for Federal income tax purposes and with respect to which Employee will be subject to an excise tax because of [Sections 280G and 4999]9], respectively, of the Internal Revenue Code. If a change in ownership or control occurs, either Employee or ​ may direct the Accounting Firm, which, subject to any inconsistent position asserted by the Internal Revenue Service, will make all determinations required to be made under this Section A, to determine whether any Payment will be an excess parachute payment and to communicate its determination, together with detailed supporting calculations, to ​ and to Employee within 30 days after its receipt of the direction from Employee or ​, as the case may be. ​ and Employee will cooperate with each other and the Accounting Firm and will provide necessary information so that the Accounting Firm may make all such determinations.

Accounting Firm Fees and Expenses ​ will bear and pay all fees and expenses of the Accounting Firm for services performed pursuant to this Section A that are incurred at any time from the Effective Date through the tenth anniversary of Employee’s death (“Applicable Fees and Expenses”). To assure compliance with Section 409A, ​ will pay any Applicable Fees and Expenses subject to and as provided in [Sections B.1 and B.2]2].

Accounting and Other Administrative Services. Gyrodyne shall or, subject to reimbursement pursuant to [Article 8], shall retain other Persons to (but shall remain responsible to GSD):

Fiscal Year and Method of Accounting. The fiscal year of the Partnership shall be a calendar year and the books of the Partnership for income tax and accounting purposes shall be kept on the accrual method. All financial determinations hereunder made by the General Partner with respect to the calculation of profits and losses, all distributions pursuant to Article VIII and other accounting decisions shall be determined by the General Partner in accordance with generally accepted accounting principles consistently applied by the General Partner in making said determinations.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“Accounting Firm” means any independent registered public accounting firm of nationally recognized standing.

“IFRS” means international accounting standards as promulgated by the International Accounting Standards Board.