0000950123-10-057038 Sample Contracts

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • June 10th, 2010 • Medley Capital BDC LLC • New York

AGREEMENT (this “Agreement”) made as of [___], 2010 by and between Medley Capital Corporation, a Delaware corporation (hereinafter referred to as the “Corporation”), and MCC Advisors LLC, a Delaware limited liability company (hereinafter referred to as the “Administrator”).

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FORM OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 10th, 2010 • Medley Capital BDC LLC • New York

AGREEMENT, dated as of , 2010, between Medley Capital Corporation, a Delaware corporation (the “Corporation”), and MCC Advisors LLC (the “Adviser”), a Delaware limited liability company.

LICENSE AGREEMENT
License Agreement • June 10th, 2010 • Medley Capital BDC LLC • Delaware

THIS AGREEMENT is entered into as of May 26, 2010, between Medley Capital LLC, a Delaware limited liability corporation (“Licensor”), and Medley Capital Holdings, LLC, Medley Capital BDC LLC, MOF I BDC LLC, and MCC Advisors LLC, each a Delaware limited liability corporation (hereinafter referred to collectively as “Licensees”), with reference to the following facts:

LIMITED LIABILITY COMPANY AGREEMENT OF MEDLEY CAPITAL BDC LLC
Limited Liability Company Agreement • June 10th, 2010 • Medley Capital BDC LLC • Delaware
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