Relationship. The Company and the Advisor are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers. Nothing herein contained shall prevent the Advisor from engaging in other activities, including, without limitation, the rendering of advice to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by the Advisor or its Affiliates. Nor shall this Agreement limit or restrict the right of any manager, director, officer, employee or equityholder of the Advisor or its Affiliates to engage in any other business or to render services of any kind to any other Person. The Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each and every other participant therein. The Advisor shall promptly disclose to the Board the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, that creates or could create a conflict of interest between the Advisor’s obligations to the Company and its obligations to or its interest in any other Person.

Relationship. GSD and Gyrodyne are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers. Nothing herein contained shall prevent Gyrodyne from engaging in or earning fees from other activities, including the rendering of advice to other Persons and the management of other programs advised, sponsored or organized by Gyrodyne; nor shall this Agreement limit or restrict the right of any manager, director, officer, member, partner, employee or equity holder of Gyrodyne to engage in or earn fees from any other business or to render services of any kind to any other Person. Gyrodyne may, with respect to any investment in which GSD is a participant, also render advice and service to each and every other participant therein, and earn fees for rendering such advice and service. Specifically, it is contemplated that GSD may enter into Joint Ventures or other similar co-investment arrangements with certain Persons, and pursuant to the agreements governing such Joint Ventures or other similar co-investment arrangements, Gyrodyne may be engaged to provide advice and service to such Persons, in which case Gyrodyne may earn fees from such persons for rendering such advice and service.

Termination of Relationship; Early Termination of Option. Following the date of termination of Optionee’s Continuous Service Status for any reason (the “Termination Date”), Optionee may exercise the Option only as set forth in the Notice and this [Section 5]. To the extent that Optionee is not entitled to exercise this Option as of the Termination Date, or if Optionee does not exercise this Option within the Termination Period set forth in the Notice or the termination periods set forth below, the Option shall terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of the Option as set forth in the Notice.

Seller shall appoint one or more relationship managers reasonably acceptable to ​ to manage the relationship established by this Agreement (the “Seller Relationship Manager(s)”) who will # have overall managerial responsibility for acting, coordinating and facilitating the performance of the Transition Services in accordance with the terms of this Agreement; and # serve as Seller’s primary liaison with the ​ Relationship Manager. The Seller Relationship Manager(s) shall initially be the individual(s) set forth on attached [Schedule B].

Deposit Relationship. As a condition of the Loan, the Borrower shall maintain its primary operating account with the Lender throughout the term of the Loan.

Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this letter agreement. Although your job duties, title, reporting relationship, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).

General Relationship. Executive shall be considered an employee of the Company within the meaning of all federal, state and local laws and regulations including, but not limited to, laws and regulations governing unemployment insurance, workers’ compensation, industrial accident, labor and taxes.

Reporting Relationship. Employee will report to the Executive Chairman or to such other member of the Board as determined in the sole discretion of the Company.

Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs [(d) and (e)])] below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the restrictive covenants (including, without limitation, the non-competition, non-solicitation, or confidentiality provisions) of any employment contract, the Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement to which the Participant is a party, if any, or any other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.

Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraph # below, the right to exercise this SAR shall terminate three months after such cessation (but in no event after the Final Exercise Date); provided that this SAR shall be exercisable only for that number of Measurement Shares that were vested under this SAR on the date the Participant ceased to be an Eligible Participant. Notwithstanding anything to the contrary contained herein, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this SAR shall terminate immediately upon written notice to the Participant from the Company describing such violation.