Medley Management Inc. Sample Contracts

TAX RECEIVABLE AGREEMENT among MEDLEY MANAGEMENT INC. and THE PERSONS NAMED HEREIN Dated as of September 23, 2014
Tax Receivable Agreement • September 29th, 2014 • Medley Management Inc. • Investment advice • New York

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of September 23, 2014, is hereby entered into by and among Medley Management Inc., a Delaware corporation (the “Corporate Taxpayer”), and each of the other persons from time to time party hereto (the “TRA Parties”).

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FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MEDLEY LLC Dated as of September 23, 2014
Limited Liability Company Agreement • September 29th, 2014 • Medley Management Inc. • Investment advice • Delaware

This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Medley LLC (the “Company”), is made as of September 23, 2014 (the “Effective Date”) by and among Medley Management Inc., a Delaware corporation, as the Managing Member, and the Members whose names are set forth in the books and records of the Company.

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CLASS A UNIT AWARD AGREEMENT UNDER THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MEDLEY LLC DATED AND EFFECTIVE AS OF [DATE]
Class a Unit Award Agreement • May 15th, 2018 • Medley Management Inc. • Investment advice • Delaware

This AWARD AGREEMENT (“Agreement”) dated and effective as of [DATE] (the “Grant Date”), and is between Medley LLC, a Delaware limited liability company (the “Company”), and [NAME] (the “Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Fourth Amended and Restated Limited Liability Company Agreement of Medley LLC, dated as of September 23, 2014, as may be amended from time to time (the “LLC Agreement”).

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Medley Management Inc. [ • ] Shares of Class A Common Stock Underwriting Agreement
Underwriting Agreement • September 3rd, 2014 • Medley Management Inc. • Investment advice • New York

Medley Management Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ • ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ • ] additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.01 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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CREDIT AGREEMENT dated as of August 14, 2014 among MEDLEY LLC, as Borrower, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative Agent and Collateral Agent
Credit Agreement • August 18th, 2014 • Medley Management Inc. • Investment advice • New York

This CREDIT AGREEMENT (this “Agreement”), dated as of August 14, 2014, is entered into by and among MEDLEY LLC, a Delaware limited liability company (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.

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Amendment to Award Agreement
Award Agreement • May 14th, 2015 • Medley Management Inc. • Investment advice • Delaware

This Amendment to Award Agreement ("Amendment") is dated as of May 29, 2014, between Medley LLC, a Delaware limited liability company (the "Company"), and John D. Fredericks (the "Participant").

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Class C Unit Award Agreement under the Amended and Restated Limited Liability Company Agreement of Medley LLC Dated and effective as of December 14, 2012
Class C Unit Award Agreement • May 14th, 2015 • Medley Management Inc. • Investment advice • Delaware

This Award Agreement ("Agreement") dated as of June 25, 2013, is made effective as of June 1, 2013 (the "Grant Date"), and is between Medley LLC, a Delaware limited liability company (the "Company"), and John D. Fredericks (the "Participant"). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Amended and Restated Limited Liability Company Agreement of Medley LLC, dated and effective December 14, 2012, as may be amended from time to time (the "LLC Agreement").

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AMENDMENT NUMBER THREE TO CREDIT AGREEMENT
Credit Agreement • September 27th, 2017 • Medley Management Inc. • Investment advice • New York

This CREDIT AGREEMENT (this “Agreement”), dated as of August 19, 2014, is entered into by and among MEDLEY LLC, a Delaware limited liability company (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and CITY NATIONAL BANK, a national banking association (“CNB”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders and the Bank Product Providers.

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DIRECTOR AGREEMENT
Director Agreement • March 31st, 2021 • Medley Management Inc. • Investment advice • Delaware

THIS DIRECTOR AGREEMENT (this "Agreement"), effective as of February 9, 2021 (the "Effective Date"), is entered into by and between Medley Management Inc., a Delaware corporation (the "Company"), and Peter Kravitz of Province LLC ("Director").

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EXCHANGE AGREEMENT
Exchange Agreement • September 29th, 2014 • Medley Management Inc. • Investment advice • Delaware

EXCHANGE AGREEMENT (this “Agreement”), dated as of September 23, 2014, among Medley Management Inc., a Delaware corporation, Medley LLC, a Delaware limited liability company, and the holders of LLC Units (as defined herein) from time to time party hereto.

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SETTLEMENT TERM SHEET
Settlement Agreement • April 17th, 2019 • Medley Management Inc. • Investment advice
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FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MEDLEY LLC Dated as of June 1, 2021
Limited Liability Company Agreement • June 3rd, 2021 • Medley Management Inc. • Investment advice • Delaware

This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Medley LLC (the “Company”), is made as of June 1, 2021 (the “Effective Date”) by and among Michelle Dreyer, as the Manager, and the Members whose names are set forth in the books and records of the Company.

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AGREEMENT AND PLAN OF MERGER by and among MEDLEY MANAGEMENT INC. SIERRA INCOME CORPORATION and SIERRA MANAGEMENT, INC. DATED AS OF AUGUST 9, 2018
Merger Agreement • August 15th, 2018 • Medley Management Inc. • Investment advice • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2018 (this “Agreement”), by and among Medley Management Inc., a Delaware corporation (“MDLY”), Sierra Income Corporation, a Maryland corporation (“SIC”) and Sierra Management, Inc., a Delaware corporation and wholly-owned subsidiary of SIC (“Merger Sub”).

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AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among MEDLEY MANAGEMENT INC. SIERRA INCOME CORPORATION and SIERRA MANAGEMENT, INC. DATED AS OF JULY 29, 2019
Agreement and Plan of Merger • August 2nd, 2019 • Medley Management Inc. • Investment advice • Delaware

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July 29, 2019 (this “Agreement”), by and among Medley Management Inc., a Delaware corporation (“MDLY”), Sierra Income Corporation, a Maryland corporation (“SIC”) and Sierra Management, Inc., a Delaware corporation and wholly-owned subsidiary of SIC (“Merger Sub”).

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REGISTRATION RIGHTS AGREEMENT OF MEDLEY MANAGEMENT INC. Dated as of September 23, 2014
Registration Rights Agreement • September 29th, 2014 • Medley Management Inc. • Investment advice • Delaware

This REGISTRATION RIGHTS AGREEMENT (including Appendix A hereto, as such Appendix A may be amended from time to time pursuant to the provisions hereof, this “Agreement”), is made and entered into as of September 23, 2014, by and among Medley Management Inc., a Delaware corporation (the “Company”), Medley Group LLC, a Delaware limited liability company (“Medley Group”), and the Covered Persons (defined below) from time to time party hereto.

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 11th, 2016 • Medley Management Inc. • Investment advice

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated for reference purposes as of May 3, 2016, is entered into by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Consenting Lender” and, collectively, as the “Consenting Lenders”), and, on the other hand, MEDLEY LLC, a Delaware limited liability company (“Borrower”) and the undersigned Guarantors, and in light of the following:

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Second Amendment to Award Agreement
Award Agreement • May 14th, 2015 • Medley Management Inc. • Investment advice • Delaware

This Second Amendment to Award Agreement (this “Amendment”) is dated as of September 23, 2014, between Medley LLC, a Delaware limited liability company (the “Company”), and Jeffrey B. Tonkel (“Participant”).

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December 18, 2018 Medley LLC 280 Park Avenue, 6th Floor East New York, NY 10017 Re: Waiver Letter (the “Waiver Letter”) Ladies and Gentlemen: We refer to that certain Credit Agreement, dated as of August 19, 2014 (as amended, restated, supplemented or...
Waiver Letter • December 24th, 2018 • Medley Management Inc. • Investment advice
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FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MEDLEY LLC
Limited Liability Company Agreement • February 9th, 2021 • Medley Management Inc. • Investment advice • Delaware

THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) of Medley LLC, a Delaware limited liability company (the “Company”), is made effective as of February 3, 2021.

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CONFIDENTIALITY, NON-INTERFERENCE, AND INVENTION ASSIGNMENT AGREEMENT
Confidentiality, Non-Interference, and Invention Assignment Agreement • May 14th, 2015 • Medley Management Inc. • Investment advice • Delaware

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I agree to the terms and conditions of this Confidentiality, Non-Interference, and Invention Assignment Agreement (the “Restrictive Covenants Agreement”):

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Medley Capital LLC
Award Letter • April 1st, 2019 • Medley Management Inc. • Investment advice

You agree to become a Non-Managing Member as defined in and subject to all the terms of the Amended and Restated Limited Liability Company Agreement of the Company, dated as of November [__], 2018, a copy of which has been provided to you (as the same may be further amended from time to time, the “Company Agreement”). Each capitalized term used and not otherwise defined herein shall have the meaning ascribed to it in the Company Agreement.

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SUPPLEMENT NO. 4 TO GUARANTEE AND COLLATERAL AGREEMENT SUPPLEMENT NO. 4 (this “Supplement”) dated as of November 14, 2018 to the Guarantee and Collateral Agreement dated as of August 19, 2014 (as amended, supplemented or otherwise modified from time...
Guarantee and Collateral Agreement • November 20th, 2018 • Medley Management Inc. • Investment advice
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November 14, 2018 Medley LLC 280 Park Avenue, 6th Floor East New York, NY 10017 Re: Letter Agreement (the "Letter Agreemene) Ladies and Gentlemen: We refer to that certain Credit Agreement, dated as of August 19, 2014 (as amended, restated,...
Letter Agreement • November 20th, 2018 • Medley Management Inc. • Investment advice
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GUARANTEE AND COLLATERAL AGREEMENT dated as of August 19, 2014 among MEDLEY LLC, the Subsidiary Guarantors from time to time party hereto and CITY NATIONAL BANK, as Collateral Agent
Guarantee and Collateral Agreement • September 3rd, 2014 • Medley Management Inc. • Investment advice • New York

GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 19, 2014 (this “Agreement”), among MEDLEY LLC, a Delaware limited liability company (the “Borrower”), the Subsidiaries of the Borrower from time to time party hereto and CITY NATIONAL BANK, a national banking association (“CNB”), as collateral agent (in such capacity, the “Collateral Agent”).

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Second Amendment to Award Agreement
Award Agreement • May 14th, 2015 • Medley Management Inc. • Investment advice • Delaware

This Second Amendment to Award Agreement (this “Amendment”) is dated as of September 23, 2014, between Medley LLC, a Delaware limited liability company (the “Company”), and Richard T. Allorto (“Participant”).

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Second Amendment to Award Agreement
Award Agreement • May 14th, 2015 • Medley Management Inc. • Investment advice • Delaware

This Second Amendment to Award Agreement (this “Amendment”) is dated as of September 23, 2014, between Medley LLC, a Delaware limited liability company (the “Company”), and John D. Fredericks (“Participant”).

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AMENDMENT NUMBER ONE TO CREDIT AGREEMENT AND CONSENT
Credit Agreement • August 11th, 2016 • Medley Management Inc. • Investment advice

THIS AMENDMENT NUMBER ONE TO CREDIT AGREEMENT AND CONSENT (this “Amendment”), dated as of August 12, 2015, is entered into by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and, collectively, as the “Lenders”), CITY NATIONAL BANK, a national banking association, as the administrative agent (in such capacity, together with any successor thereto, “Administrative Agent”) and collateral agent (in such capacity, together with any successor thereto, “Collateral Agent”), and, on the other hand, MEDLEY LLC, a Delaware limited liability company (“Borrower”), and in light of the following:

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RE: MOF II CARRIED INTEREST BONUSES
Mof Ii Carried Interest Bonus Agreement • May 12th, 2016 • Medley Management Inc. • Investment advice

The purpose of this letter agreement (the "MOF II Carried Interest Bonus Agreement" or "Agreement") is to document the terms and conditions under which you will be eligible to receive from Medley Capital LLC (the "Company"), in addition to any other compensation to which you may be entitled, with effect from [ Date ], certain incentive cash bonuses tied to the performance of Medley Opportunity Fund II LP (the "MOF II Carried Interest Bonuses”).

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November 14, 2018 Medley LLC 280 Park A venue, 6th Floor East New York, NY 10017 Re: Waiver to Credit Agreement Ladies and Gentlemen: We refer to that certain Credit Agreement, dated as of August 19, 2014 (as amended, restated, supplemented or...
Waiver to Credit Agreement • November 20th, 2018 • Medley Management Inc. • Investment advice
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MEDLEY CAPITAL HOLDINGS LLC 375 Park Avenue, Suite 3304 New York, NY 10152
Limited Liability Company Agreement • May 14th, 2015 • Medley Management Inc. • Investment advice • Delaware
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August 14, 2020 VIA E-MAIL John D. Fredericks Re: Terms of Separation Dear John:
Separation Agreement • November 16th, 2020 • Medley Management Inc. • Investment advice • California

This letter confirms the agreement (this “Agreement”) between you and Medley LLC (the “Company”) regarding the terms of your separation and offers you certain separation benefits in exchange for your agreement to the obligations set forth below and your other promises herein.

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THIRD AMENDMENT TO MASTER INVESTMENT AGREEMENT
Master Investment Agreement • June 12th, 2017 • Medley Management Inc. • Investment advice • New York

This THIRD AMENDMENT TO MASTER INVESTMENT AGREEMENT (this “Agreement”) is made and entered into as of June 5, 2017 (the “Effective Date”), by and among (i) MEDLEY, LLC, a Delaware limited liability company (“Medley”), (ii) MEDLEY SEED FUNDING I LLC, a Delaware limited liability company (“MSF I”), (iii) MEDLEY SEED FUNDING II LLC, a Delaware limited liability company (“MSF II”), (iv) MEDLEY SEED FUNDING III LLC, a Delaware limited liability company (“MSF III”), (v) DB MED INVESTOR I LLC, a Delaware limited liability company (“DMI I”), and (vi) DB MED INVESTOR II LLC, a Delaware limited liability company (“DMI II” and together with DMI I, the “Fortress Investors”).

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