0001193125-08-140340 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
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”).

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FORM OF EMPLOYMENT AGREEMENT
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”).

Madison Square Capital, Inc. Form of Stock Award Agreement
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 AGREEMENT
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”).

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