0001437749-11-006215 Sample Contracts

SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • August 19th, 2011 • Gyrodyne Co of America Inc • Operators of nonresidential buildings • New Jersey

THIS SUBSCRIPTION AGENT AGREEMENT (“Agreement”) between Gyrodyne Company of America, Inc., a New York corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Agent”), is dated as of August [ ], 2011.

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Information Agent Agreement • August 19th, 2011 • Gyrodyne Co of America Inc • Operators of nonresidential buildings

This is to confirm our agreement that effective the date hereof MacKenzie Partners, Inc. ("MacKenzie Partners") has been engaged by Gyrodyne Company of America, Inc. the "Company") as information agent with regard to the rights offering (the "Rights Offering”). MacKenzie Partners will perform customary services for the Company, including: providing consulting and advisory services; distribution of the materials to security holders, providing information to securityholders from the materials, and providing such other services as may be requested from time- to-time by the Company (collectively the “Services”).

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