With Respect to Real Estate and Related Services, the Advisor shall:

Investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, developers, construction companies, Property Managers and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services;

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

During the term of this Management Services Agreement, ​ will provide management services to ​ to enable the ​ to perform its obligations under the SMMl/BMET Management Services Agreement. The management services to be provided to ​ will include the services required to enable the BMET Parties to perform exploration and development work in respect of the Property in the manner contemplated in the Option Agreement (the "Management Services") including, but not limited to:

Management Services. The Manager will provide the Company with the following services:

Human resource management including assistance with hiring, training, locating temporary employment, providing employment-related forms, etc.;

The Advisor shall receive the Asset Management Fee as its sole compensation for services rendered pursuant to [Section 3] of this Agreement in connection with the management of the Company's Assets. The Asset Management Fee shall be calculated and paid monthly and consists of a monthly fee of one-twelfth of 1.1% of # the cost of each Asset then held by the Company, without deduction for depreciation, bad debts or other non-cash reserves, or # the Company's proportionate share thereof in the case of an investment made through a joint venture or other co-ownership arrangement excluding (only for [clause (ii)]) debt financing on the investment. For any month in which an Asset is disposed of, the Company shall prorate the portion of the Asset Management Fee related to that specific Asset by using a numerator equal to the number of days owned during the month of disposal, divided by a denominator equal to the total number of days in such month and add the resulting amount to the fee due for such month. Following the determination of the Company's net asset value, the Asset Management Fee will be calculated based on the lower of # the aggregate of the value of the Company's Assets and # the historical cost of the Company's Assets, both without deduction for depreciation, bad debts or other non-cash reserves. The Asset Management Fee shall be payable in arrears for each month on the first of each succeeding month; provided, however, that the Asset Management Fee shall not exceed ​ per annum (the "Asset Management Fee Cap") until the earlier of such time, if ever, that # the Company holds Assets with an Appraised Value equal to or in excess of ​ or # the Company reports AFFO equal to or greater than $.3125 per share of Common Stock (an amount intended to reflect a 5% or greater annualized return on ​ per share of Common Stock) (the "Per Share Amount") for two consecutive quarters, on a fully diluted basis. If the Company should split, combine or otherwise reclassify the Common Stock, make a dividend or other distribution in shares of Common Stock (including any dividend or other distribution of securities convertible into Common Stock), or engage in a reclassification, reorganization, recapitalization or exchange or other like change, then the Per Share Amount shall be ratably adjusted to reflect fully the effect of any such change, and thereafter all references to the Per Share Amount shall be deemed to be the Per Share Amount as so adjusted. All amounts of the Asset Management Fee in excess of the Asset Management Fee Cap (the "Subordinated Compensation") shall be subordinated, and such Subordinated Compensation shall bear interest at an interest rate of 3.5% per annum, which interest shall be cumulative but not compounding, and, if the conditions of the second preceding sentence are met, be paid (together with any interest thereon) in accordance with [Section 9(b)] of this Agreement.

Charges for Management Services. Each Party will pay the other Party the charges, if any, the applicable charges, if any, set forth on [Exhibit A] and [Exhibit B] hereto (collectively, the “Transition Services Schedules”) for the Management Services provided by the other Party set forth herein as may be adjusted, from time to time, in accordance with this Agreement or, if no charges are specifically indicated otherwise on the Transition Services Schedules, the cost of services provided. The Parties intend, having regard to the reciprocal and transitional nature of the Agreement as well as other factors, for the charges to be easy to administer and justify; and therefore recognize it may be counter-productive to try and recover every cost, charge or expense, particularly those which are insignificant or de minimis.

Cash Management Services Sublimit. Co-Borrowers may use up to ​ of the Revolving Line for Bank’s cash management services which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in Bank’s various cash management services agreements (collectively, the “Cash Management Services”). Any amounts Bank pays on behalf of Co-Borrowers for any Cash Management Services will be treated as Advances under the Revolving Line and will accrue interest at the interest rate applicable to Advances.

Cash Management Services Etc. Commencing with the date that is six months after the Effective Date (or such longer period as Lender may agree in its discretion), Borrower and its Wholly-Owned Subsidiaries (other than Foreign Subsidiaries) shall obtain substantially all of their cash management services from Lender other than # nominal amounts of cash, # Restricted cash, # cash required to be maintained at _Subsidiary Guarantor:Person_s in order to (but only to the extent required to) maintain capital or net worth requirements imposed on such _Subsidiary Guarantor:Person_s by governmental authorities due to the regulated nature of such _Subsidiary Guarantor:Person_s’ operations, # payroll accounts, and # local checking accounts and other operating cash accounts for local offices provided that the funds in such accounts shall not at any time exceed ​ in the aggregate.