Awards. The Company, subject to the limitations of the Plan, shall provide the Executive the following Awards subject to the conditions set forth in the Plan.

Disposition of Assets; Liens. [[Organization C:Organization]] shall not create, incur, assume or suffer to exist any mortgage, pledge, Lien, charge or other encumbrance of any nature whatsoever on any of the Repurchase Assets, whether real, personal or mixed, now or hereafter owned, other than the Liens created in connection with the transactions contemplated by this Agreement; nor shall [[Organization C:Organization]] cause any of the Purchased Assets to be sold, pledged, assigned or transferred except as permitted hereunder.

Disposition of Hedge Shares. [[Organization B:Organization]] hereby agrees that if, in the good faith reasonable judgment of [[Organization A:Organization]], based on the advice of counsel, the Shares (the “Hedge Shares”) acquired by [[Organization A:Organization]] for the purpose of hedging its obligations pursuant to the Transaction in a commercially reasonable manner cannot be sold in the U.S. public market by [[Organization A:Organization]] without registration under the Securities Act, [[Organization B:Organization]] shall, at its election: # in order to allow [[Organization A:Organization]] to sell the Hedge Shares in a

Notification of Disqualifying Disposition. If any Participant shall make any disposition of Shares issued pursuant to the exercise of an ISO under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), such Participant shall notify the Company of such disposition within ten (10) days thereof.

Disposition of BIN Identifiers Upon expiration or termination of this Agreement, if DIC exercises the DIC Purchase Option, and subject to any covenants or obligations contained in the Network Rules applicable to Bank, Bank shall take all steps reasonably necessary to transfer to the Designated Purchaser the BIN Identifier and assign its rights thereto

Notice of Disqualifying Disposition. If the Option is an Incentive Stock Option, the Purchaser agrees to promptly notify the Secretary at the Company if he or she transfers any of the Shares purchased pursuant to this Exercise Agreement within one (1) year from the date of exercise of the Option or within two (2) years from the Grant Date.

Disposition of Earnest Money. The Earnest Money shall be applied as a credit to the Purchase Price at Closing. However, if ​ elects to terminate this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.5, Escrow Agent shall pay the entire Earnest Money to ​ one (1) business day following receipt of the Due Diligence Termination Notice from ​ (as long as the current investment can be liquidated and disbursed in one business day). No notice to Escrow Agent from ​ shall be required for the release of the Earnest Money to ​ by Escrow Agent if ​ terminates this Agreement prior to the expiration of the Inspection Period pursuant to Section 4.5. In the event of a termination of this Agreement by either ​ or ​ for any reason other than pursuant to Section 4.5, Escrow Agent is authorized to deliver the Earnest Money to the party hereto entitled to same pursuant to the terms hereof on or before the tenth (10th) business day following receipt by Escrow Agent and the non-terminating party of written notice of such termination from the terminating party, unless the other party hereto notifies Escrow Agent that it disputes the right of the other party to receive the Earnest Money. In such event, Escrow Agent may interplead the Earnest Money into a court of competent jurisdiction in the county in which the Earnest Money has been deposited. All attorneys’ fees and costs and Escrow Agent’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Earnest Money, or if the Earnest Money is distributed in part to both parties, then in the inverse proportion of such distribution.

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

Clawback. All Awards (whether vested or unvested) shall be subject to the terms of the Company's recoupment, clawback or similar policy as such may be in effect from time to time, as well as any similar provisions of applicable law, which could in certain circumstances require repayment or forfeiture of Awards or any Shares or other cash or property received with respect to the Awards (including any value received from a disposition of the Shares acquired upon payment of the Awards).

Annual Awards. On the date of each annual meeting of stockholders, each Nonemployee Director in office immediately after such meeting will be eligible to receive an RSU award (an “Annual Award”) for service as a Nonemployee Director based on the dollar amounts set forth in the following table: