MADISON SQUARE CAPITAL, INC. Shares of Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2009 • Madison Square Capital, Inc. • Real estate investment trusts • New York
Madison Square Capital, Inc., a Maryland corporation (the “Company”), confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom Friedman, Billings, Ramsey & Co., Inc. and Lazard Capital Markets LLC are acting as representatives (in such capacity, collectively, the “Representatives”), with respect to (i) the sale by the Company of shares (the “Initial Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock set forth opposite the name of each of the Underwriters listed in Schedule I hereto, and (ii) the grant of the option described in Section 1(b) hereof to purchase all or any part of additional shares of Common Stock to cover over-allotments (the “Option Shares”), if any, from the Company to the Underwriters, acting severally and not jointly, in the respective numb
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • June 25th, 2008 • Madison Square Capital, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT is made and entered into this day of , 2008 (“Agreement”), by and between Madison Square Capital, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • June 25th, 2008 • Madison Square Capital, Inc. • Real estate investment trusts • New York
EMPLOYMENT AGREEMENT (“Agreement”) effective as of (the “Effective Date”), between MADISON SQUARE CAPITAL, INC., a Maryland corporation (the “Company”), and Paul A. Ullman (the “Executive”).
WARRANT AGREEMENTWarrant Agreement • April 21st, 2010 • Madison Square Capital, Inc. • Real estate investment trusts • New York
Agreement made as of , 2010 between Madison Square Capital, Inc., a Maryland corporation, with offices at 331 West 57th Street, #363, New York, New York 10019 (“Company”), and Registrar and Transfer Company, a New Jersey corporation, with offices at 10 Commerce Drive, Cranford, New Jersey 07016 (“Warrant Agent”).
FORM OF MANAGEMENT AGREEMENTForm of Management Agreement • September 22nd, 2009 • Madison Square Capital, Inc. • Real estate investment trusts • New York
THIS MANAGEMENT AGREEMENT (this “Agreement”) is made as of the day of , 2009 (the “Effective Date”), by and between Madison Square Capital, Inc., a Maryland corporation (the “Company”), and MDQ Advisors, LLC, a Delaware limited liability company (the “Manager”).
Madison Square Capital, Inc. Form of Stock Award AgreementOf Stock Award Agreement • June 25th, 2008 • Madison Square Capital, Inc. • Real estate investment trusts • Maryland
THIS STOCK AWARD AGREEMENT (the “Agreement”), effective as of the day of , 2008, governs the Stock Award granted by Madison Square Capital, Inc., a Maryland corporation (the “Company”), to (the “Participant”), in accordance with and subject to the provisions of the Company’s 2008 Equity Incentive Plan (the “Plan”). A copy of the Plan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.
FORM OF ADMINISTRATIVE SERVICES AGREEMENTForm of Administrative Services Agreement • June 25th, 2008 • Madison Square Capital, Inc. • Real estate investment trusts • New York
This ADMINISTRATIVE SERVICES AGREEMENT, is entered into as of , 2008 (this “Agreement”), by and among Madison Square Capital, Inc., a Maryland corporation (“Company”) and Highland Financial Holdings Group, LLC, a Delaware limited liability company (“Servicer”).
MADISON SQUARE CAPITAL, INC. Form of Stock Option AgreementForm of Stock Option Agreement • February 9th, 2009 • Madison Square Capital, Inc. • Real estate investment trusts • Maryland
THIS STOCK OPTION AGREEMENT (the “Agreement”), dated as of the Date of Grant (as defined below) is between MADISON SQUARE CAPITAL, INC., a Maryland corporation (the “Company”) and (the “Participant”) and is made pursuant to and subject to the provisions of the Company’s Amended and Restated 2008 Equity Incentive Plan (the “Plan”), a copy of which has been made available to the Participant. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
MADISON SQUARE CAPITAL, INC. Units Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • April 21st, 2010 • Madison Square Capital, Inc. • Real estate investment trusts • New York
Madison Square Capital, Inc., a Maryland corporation (the “Company”), confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom Lazard Capital Markets LLC and Stifel Nicolaus & Company, Incorporated are acting as representatives (in such capacity, collectively, the “Representatives”), with respect to (i) the sale by the Company of Units (the “Initial Units”) of the Company, and the purchase by the Underwriters, acting severally and not jointly, of the respective number of Initial Units set forth opposite the name of each of the Underwriters listed in Schedule I hereto, and (ii) the grant of the option described in Section 1(b) hereof to purchase all or any part of additional Units to cover over-allotments (the “Option Units”), if any, from the Company to the Underwriters, acting severally and not jointly, in the respective numbers of shares of Units set forth opposite the name of each of the Underwriters listed in Sche
