0000950123-11-000866 Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 6th, 2011 • Medley Capital BDC LLC • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [____], 2011, between Medley Capital Corporation, a Delaware corporation (the “Corporation”), and MCC Advisors LLC (the “Adviser”), a Delaware limited liability company.

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