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Gyrodyne, LLC – ‘10-K’ for 12/31/19 – ‘EX-10.14’

On:  Thursday, 3/26/20, at 3:45pm ET   ·   For:  12/31/19   ·   Accession #:  1437749-20-6207   ·   File #:  1-37547

Previous ‘10-K’:  ‘10-K’ on 3/28/19 for 12/31/18   ·   Next:  ‘10-K’ on 4/13/21 for 12/31/20   ·   Latest:  ‘10-K’ on 3/29/24 for 12/31/23   ·   7 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/26/20  Gyrodyne, LLC                     10-K       12/31/19   65:5.1M                                   RDG Filings/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    806K 
 2: EX-10.13    Material Contract                                   HTML     39K 
 3: EX-10.14    Material Contract                                   HTML     28K 
 4: EX-10.15    Material Contract                                   HTML     29K 
 5: EX-10.17    Material Contract                                   HTML    280K 
 6: EX-10.18    Material Contract                                   HTML     30K 
 7: EX-21.1     Subsidiaries List                                   HTML     19K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     23K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     20K 
42: R1          Document And Entity Information                     HTML     59K 
22: R2          Consolidated Statements of Net Assets (Liquidation  HTML     63K 
                Basis)                                                           
30: R3          Consolidated Statements of Changes in Net Assets    HTML     30K 
                (Liquidation Basis)                                              
60: R4          Note 1 - The Company                                HTML     31K 
41: R5          Note 2 - Summary of Significant Accounting          HTML     39K 
                Policies                                                         
21: R6          Note 3 - Statements of Net Assets in Liquidation    HTML     42K 
29: R7          Note 4 - Estimated Liquidation and Operating Costs  HTML     93K 
                Net of Estimated Receipts                                        
59: R8          Note 5 - Disposition Activities                     HTML     38K 
43: R9          Note 6 - Loan Payable                               HTML     48K 
45: R10         Note 7 - Real Estate                                HTML     37K 
63: R11         Note 8 - Accrued Liabilities                        HTML     31K 
35: R12         Note 9 - Income Taxes                               HTML     25K 
28: R13         Note 10 - Credit Quality of Rents Receivable        HTML     32K 
44: R14         Note 11 - Concentration of Credit Risk              HTML     29K 
62: R15         Note 12 - Commitments                               HTML     64K 
34: R16         Note 13 - Fair Value of Financial Instruments       HTML     31K 
27: R17         Note 14 - Contingencies                             HTML     29K 
46: R18         Note 15 - Related Party Transactions                HTML     44K 
61: R19         Note 16 - Subsequent Events                         HTML     38K 
38: R20         Significant Accounting Policies (Policies)          HTML     56K 
17: R21         Note 4 - Estimated Liquidation and Operating Costs  HTML     86K 
                Net of Estimated Receipts (Tables)                               
51: R22         Note 6 - Loan Payable (Tables)                      HTML     28K 
55: R23         Note 7 - Real Estate (Tables)                       HTML     32K 
37: R24         Note 8 - Accrued Liabilities (Tables)               HTML     29K 
16: R25         Note 10 - Credit Quality of Rents Receivable        HTML     28K 
                (Tables)                                                         
50: R26         Note 12 - Commitments (Tables)                      HTML     51K 
54: R27         Note 15 - Related Party Transactions (Tables)       HTML     35K 
36: R28         Note 1 - The Company (Details Textual)              HTML     34K 
18: R29         Note 2 - Summary of Significant Accounting          HTML     21K 
                Policies (Details Textual)                                       
24: R30         Note 3 - Statements of Net Assets in Liquidation    HTML     52K 
                (Details Textual)                                                
31: R31         Note 4 - Estimated Liquidation and Operating Costs  HTML     89K 
                Net of Estimated Receipts - Changes in Liability                 
                for Estimated Costs in Excess of Estimated                       
                Receipts (Details)                                               
64: R32         Note 5 - Disposition Activities (Details Textual)   HTML     29K 
47: R33         Note 6 - Loan Payable (Details Textual)             HTML     86K 
25: R34         Note 6 - Loan Payable - Loan Maturity (Details)     HTML     39K 
32: R35         Note 7 - Real Estate (Details Textual)              HTML     24K 
65: R36         Note 7 - Real Estate - Real Estate Disclosure       HTML     28K 
                (Details)                                                        
48: R37         Note 8 - Accrued Liabilities - Summary of Accrued   HTML     29K 
                Liabilities (Details)                                            
23: R38         Note 10 - Credit Quality of Rents Receivable -      HTML     23K 
                Allowance for Doubtful Accounts (Details)                        
33: R39         Note 11 - Concentration of Credit Risk (Details     HTML     37K 
                Textual)                                                         
19: R40         Note 12 - Commitments (Details Textual)             HTML     51K 
39: R41         Note 12 - Commitments - Other Commitments           HTML     23K 
                (Details)                                                        
56: R42         Note 12 - Commitments - Allocation of Retention     HTML     28K 
                Bonus (Details)                                                  
52: R43         Note 12 - Commitments - Payments Under Retention    HTML     26K 
                Bonus Plan (Details)                                             
20: R44         Note 14 - Contingencies (Details Textual)           HTML     20K 
40: R45         Note 15 - Related Party Transactions (Details       HTML     39K 
                Textual)                                                         
57: R46         Note 15 - Related Party Transactions - Summary of   HTML     33K 
                Leasing Arrangements (Details)                                   
53: R47         Note 16 - Subsequent Events (Details Textual)       HTML     61K 
49: XML         IDEA XML File -- Filing Summary                      XML    109K 
26: EXCEL       IDEA Workbook of Financial Reports                  XLSX     48K 
10: EX-101.INS  XBRL Instance -- gyro-20191231                       XML    911K 
12: EX-101.CAL  XBRL Calculations -- gyro-20191231_cal               XML     44K 
13: EX-101.DEF  XBRL Definitions -- gyro-20191231_def                XML    948K 
14: EX-101.LAB  XBRL Labels -- gyro-20191231_lab                     XML    606K 
15: EX-101.PRE  XBRL Presentations -- gyro-20191231_pre              XML    948K 
11: EX-101.SCH  XBRL Schema -- gyro-20191231                         XSD    166K 
58: ZIP         XBRL Zipped Folder -- 0001437749-20-006207-xbrl      Zip    108K 


‘EX-10.14’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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Exhibit 10.14

 

AMENDMENT NO. 1

TO

BOARD ADVISER AGREEMENT

 

 

AMENDMENT NO. 1 TO BOARD ADVISER AGREEMENT (this “Amendment”) dated as of November 24, 2017 (the “Amendment Date”) by and between GYRODYNE, LLC, a New York limited liability company (the “Company”) and JAD FAKHRY, an individual residing at 840 Hinckley Road, Suite 250, Burlingame, California 94010 (the "Adviser").

 

WHEREAS, the Adviser and the Company are parties to that certain board adviser agreement dated as of May 24, 2016 (the “Original Agreement”, and as amended from time to time, the “Agreement”);

 

WHEREAS, the term of the Original Agreement expires November 24, 2017; and

 

WHEREAS, the Adviser and the Company wish to supplement and amend the Agreement upon the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.     Effective Date. This Amendment shall be effective as of the Amendment Date.

 

2.     Definitions. For purposes of this Amendment, any capitalized term not otherwise defined herein shall have the meaning set forth in the Agreement.

 

3.     Amendments.

 

a.     Section 2 of the Agreement is hereby amended by restating the first sentence thereof to read as follows:

 

“During the term of this Agreement, the Adviser shall consult with the Board and with management of the Company on an as needed basis, attend and participate in all Board meetings to which he is invited to attend, generally to be held at the Company’s headquarters in St. James, New York or at another location to be determined by the Board, and advise the Board on the strategic process of liquidating the Company and maximizing shareholder value at any board meetings he is invited to attend.”

 

b.     Section 3 of the Agreement is hereby amended by restating the first sentence thereof to read in its entirety as follows:

 

” This Agreement shall commence on the date hereof and expire on November 24, 2018, provided that either party may terminate the Agreement, with or without reason, by written notice to the other, and provided further that the provisions of Section 4.2, Section 6 and Section 7 shall survive any termination or expiration of this Agreement.”

 

 

 

c.     Section 4.1 of the Agreement is hereby amended by restating the first sentence thereof to read in its entirety as follows:

 

“As the exclusive compensation for the Adviser's services under this Agreement, the Company shall pay to the Adviser a fee of Seven Thousand Five Hundred Dollars ($7,500) per each fiscal quarter hereunder, which shall be paid on or about February 28, May 31, August 30, and November 30 during the term hereof commencing February 28, 2018 for services provided during the quarter just ended.”

 

4.     Entire Agreement; Ratification. This Amendment supersedes all previous agreements, and constitutes the entire agreement of whatsoever kind or nature existing between the parties, relating to the subject matter within. As between the parties, no oral statement or prior written material not specifically incorporated herein shall be of any force and effect. Except as specifically amended herein, the Agreement is to remain in full force and effect, and, as amended by this Amendment, is hereby ratified and confirmed in all respects.

 

5.     Amendments. No further changes in or additions to the Agreement shall be recognized unless and until made in writing and signed by both the Company and the Adviser.

 

6.     Captions Not Controlling. The divisions of this Amendment into sections and the use of captions and headings in connection therewith are solely for convenience and shall have no legal effect in construing the provisions of this Amendment.

 

7.     Governing Law. This Amendment shall be construed and enforced in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule thereof.

 

8.     Successors and Assigns. The parties hereto agree that the covenants and agreements herein contained shall be binding on and shall inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.

 

9.     This Amendment may be executed in counterparts, each of which will be deemed to be an original copy of this Amendment and both of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Amendment and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Amendment as to the parties and may be used in lieu of the original Amendment for all purposes.

 

 

 

[signatures appear on next page]

 

 

 

IN WITNESS WHEREOF, this Amendment has been executed by the parties as of the date and year first above written.

 

 

 

 

COMPANY:

 

GYRODYNE, LLC

 

 

 

By: ___________________________

Name:

Title:

 

 

 

ADVISER:

   
   
   
 

_____________________________

 

Jad Fakhry

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/26/20
For Period end:12/31/19
11/24/18
2/28/18
11/24/17
5/24/168-K
 List all Filings 


7 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/01/24  Gyrodyne, LLC                     S-1/A                 12:2.1M                                   RDG Filings/FA
 1/26/24  Gyrodyne, LLC                     S-1/A                 13:2.1M                                   RDG Filings/FA
 1/23/24  Gyrodyne, LLC                     S-1/A                 13:864K                                   RDG Filings/FA
12/29/23  Gyrodyne, LLC                     S-1                    3:624K                                   RDG Filings/FA
 3/30/23  Gyrodyne, LLC                     10-K       12/31/22   61:4.4M                                   RDG Filings/FA
 3/30/22  Gyrodyne, LLC                     10-K       12/31/21   62:4.4M                                   RDG Filings/FA
 4/13/21  Gyrodyne, LLC                     10-K       12/31/20   69:5M                                     RDG Filings/FA
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Filing Submission 0001437749-20-006207   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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