Limitation on Payment of Expenses. The Company shall pay or reimburse reasonable legal expenses and other costs incurred by the Advisors or its Affiliates in advance of the final disposition of a proceeding only if (in addition to the procedures required by the Maryland General Corporation Law, as amended from time to time) all of the following are satisfied: # the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership, # the legal proceeding was initiated by a third party who is not a Stockholder or, if by a Stockholder acting in his or her capacity as such, a court of competent jurisdiction approves such advancement and # the Advisor or its Affiliates undertake to repay the amount paid or reimbursed by the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, if it is ultimately determined that the particular indemnitee is not entitled to indemnification.

Limitation on Payment of Expenses. GSD shall pay or reimburse reasonable legal expenses and other costs incurred by the Gyrodyne Indemnified Parties in advance of the final disposition of a proceeding. Such expenses shall be paid with respect to a Gyrodyne Indemnified Party only if (in addition to any procedures required by applicable law) all of the following are satisfied: # the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of GSD, # the legal proceeding was initiated by a third party who is not a stockholder or, if by a stockholder acting in his or her capacity as such, a court of competent jurisdiction approves such advancement and # such Gyrodyne Indemnified Party undertakes to repay the amount paid or reimbursed by GSD, together with the applicable legal rate of interest thereon, if it is ultimately determined that such Person is not entitled to indemnification.

Anything in this Agreement to the contrary notwithstanding, if the Executive is a “disqualified individual” (as defined in Section 280G of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which the Executive has the right to receive (collectively, the “Payments”), would constitute a “parachute payment” (as defined in Section 280G of the Code), then the Payments shall be either # reduced (but not below zero) so that the aggregate present value of the Payments will be ​ less than three times the Executive’s “base amount” (as defined in Section 280G of the Code) and so that no portion of the Payments shall be subject to the excise tax imposed by Section 4999 of the Code, or # paid in full, whichever produces the better net after-tax result for the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The reduction of Payments, if any, shall be made by reducing the Payments in the reverse order in which the Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time).

No sooner than five (5) nor later than two (2) Business Days prior to the Closing Date, the Company shall provide to BRPA a written report setting forth a list of all of the following fees and expenses incurred by or on behalf of the Company in connection with the preparation, negotiation and execution of this Agreement and the consummation of the Transactions (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date: # the fees and disbursements of outside counsel to the Company incurred in connection with the Transactions and # the fees and expenses of any other agents, advisors, consultants, experts, financial advisors and other service providers engaged by the Company in connection with the Transactions (collectively, the “Outstanding Company Transaction Expenses”). On the Closing Date, following the Closing, BRPA shall pay or cause to be paid, by wire transfer of immediately available funds, all such Outstanding Company Transaction Expenses.

Payment of Expenses. The Parent Borrower agrees to reimburse the Administrative Agents for all reasonable and documented out-of-pocket expenses incurred by the Administrative Agents in connection with the preparation, execution, and delivery of this Agreement, including the reasonable fees, charges, and disbursements of Moore & Van Allen PLLC.

Payment of Expenses. The Borrowers agree to pay all out-of-pocket expenses (including reasonable attorneys’ fees) of Agent in connection with the preparation and execution of this Second Amendment.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including # the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the Agent shall deem reasonably necessary, # the printing and delivery to the Agent of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, # the preparation, issuance and delivery of the certificates, if any, for the Placement Shares to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to the Agent, # the fees and disbursements of the counsel, accountants and other advisors to the Company, # the reasonable and documented out-of-pocket fees and disbursements of counsel to the Agent # not to exceed ​ in connection with the filing of this Agreement and # not to exceed ​ per year thereafter in connection with updates at the time of Representation Dates; # the fees and expenses of the transfer agent and registrar for the Common Stock, # the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, and # the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange.

Mandatory Payment of Expenses. Notwithstanding any other provision of this Deed other than [Section 9] hereof, to the fullest extent permitted by applicable law and to the extent that Indemnitee was a party to (or participant in) and has been successful on the merits or otherwise, including the dismissal of an action without prejudice, in defence of any Claim, Indemnitee shall be Indemnified against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Claim but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Claim, the Company shall Indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by applicable law. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Claim by dismissal, with or without prejudice, motion for summary judgment, settlement (with or without court approval), by acquittal, or upon a plea of nolo contendere or its equivalent, shall be deemed to be a successful result as to such claim, issue or matter.

In consideration of ​ satisfactorily performing the Work, ​ will: # pay Consultant at the rate of ​ per month (the “Monthly Rate”), and # will treat Consultant as being eligible for a pro rata annual incentive award payable in cash based on actual performance (the “Incentive Compensation”). The Monthly Rate shall be paid to Consultant in arrears, promptly after the 1st of each month of the term.

Cancellation; Payment of Expenses. Upon the surrender of this Warrant in connection with any transfer, exchange, or replacement as provided in this Paragraph 7, this Warrant shall be promptly canceled by the Company. The Company shall pay all taxes (other than securities transfer taxes) and all other expenses (other than legal expenses, if any, incurred by the Holder or transferees) and charges payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Paragraph 7.