**Exhibit 10.13****CONTRIBUTION AGREEMENT**     THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of [**•**] (the “EffectiveDate”), is entered into by Holliday GP Corp., a corporation organized under the laws ofDelaware (“Holliday GP”), Holliday Fenoglio Fowler, L.P., a Texas limited partnership(“HFF LP”) and HFF Securities L.P., a Delaware limited partnership (“HFFS”,together with HFF LP, the “Partnerships”) on one hand and the signatory hereto (the“Indemnitee”) on the other.     WHEREAS, the Indemnitee currently serves as a member of the Board of Directors or as anofficer of HFF, Inc., a Delaware corporation (“HFF”);     WHEREAS, HFF is a holding company and its sole assets are, through its wholly-owned subsidiaryHFF Partnership Holdings LLC (“Holdings LLC”), partnership units in the Partnerships andall of the outstanding shares of Holliday GP;     WHEREAS, HFF, after reasonable investigation, has determined that the liability insurancecoverage presently available to HFF may be inadequate in certain circumstances to cover allpossible exposure for which Indemnitee should be protected and HFF believes that the interests ofHFF and its stockholders would best be served by a combination of such insurance and theindemnification by HFF of the directors and officers of HFF;     WHEREAS, HFF’s Certificate of Incorporation requires HFF to indemnify its directors andofficers to the fullest extent permitted by the Delaware General Corporation Law (the“Indemnification Obligations”). The Certificate of Incorporation also expressly providesthat the indemnification provisions set forth therein are not exclusive, and contemplate thatcontracts may be entered into between HFF and its directors and officers with respect toindemnification;     WHEREAS, the Board of Directors has determined that the contractual provisions set forthherein are not only reasonable and prudent but also promotes the best interests of HFF and itsstockholders;     WHEREAS, HFF desires and has requested Indemnitee to serve or continue to serve as a directoror officer of HFF free from undue concern for unwarranted claims for damages arising out of orrelated to such services to HFF; and     WHEREAS, Indemnitee is willing to serve, continue to serve or to provide additional servicefor or on behalf of HFF on the condition that he or she is ensured that HFF will possess theresources of the Partnerships to meet the Indemnification Obligations if and when they arise;
 

 
     NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties,covenants, agreements and conditions herein contained, and intending to be legally bound, theparties hereto agree as follows:     1.1. Distributions. To the extent funds are legally available for distribution, eachof the Partnerships hereby agrees and covenants to, and Holliday GP hereby agrees and covenants tocause the Partnerships to, make distributions, in accordance with each of their respectivepartnership agreements, to HFF, through Holdings LLC, sufficient in aggregate amount for HFF tomeet any and all of HFF’s Indemnification Obligations with respect to the Indemnitee as and whensuch amounts are necessary.     1.2. Other Agreements. Each of the Partnerships hereby agrees and covenants not to,and Holliday GP hereby agrees and covenants to cause the Partnerships not to, enter into anyagreement with a third party that would impede or adversely affect the Partnerships’ ability tofulfill their obligations in Section 1.1 above.     1.3. Assignment. This Agreement may not be assigned by any party without the priorwritten consent of the other Parties.     1.4. Applicable Law; Consent to Jurisdiction. This Agreement shall be governed by andconstrued in accordance with the laws of the State of Delaware, without giving effect to suchState’s laws and principles regarding the conflict of laws.     1.5. No Benefit to Others. The representations, warranties, covenants and agreementscontained in this Agreement are for the sole benefit of the Parties hereto and their respectiveheirs, executors, administrators, legal representatives, successors and permitted assigns, and theyshall not be construed as conferring any rights on any other Persons.     1.6. Counterparts. This Agreement may be executed in any number of counterparts andany party hereto may execute any such counterpart, each of which when executed and delivered shallbe deemed to be an original and all of which counterparts taken together shall constitute but oneand the same instrument. This Agreement shall become binding when one or more counterparts takentogether shall have been executed and delivered by all of the Parties.
 

 
     IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date firstwritten above.       HOLLIDAY GP CORP.            By:           Name: John H. Pelusi, Jr.    Title:                 HOLLIDAY FENOGLIO FOWLER, L.P.,    BY HOLLIDAY GP CORP.,