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
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.
