0001144204-14-058383 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

• Contract Type
  Tax Receivable Agreement
• Filed
  September 29th, 2014
• Company
  Medley Management Inc.
• Industry
  Investment advice
• Jurisdiction
  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”).

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

• Contract Type
  Limited Liability Company Agreement
• Filed
  September 29th, 2014
• Company
  Medley Management Inc.
• Industry
  Investment advice
• Jurisdiction
  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.

EXCHANGE AGREEMENT

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

• Contract Type
  Exchange Agreement
• Filed
  September 29th, 2014
• Company
  Medley Management Inc.
• Industry
  Investment advice
• Jurisdiction
  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.

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

• Contract Type
  Registration Rights Agreement
• Filed
  September 29th, 2014
• Company
  Medley Management Inc.
• Industry
  Investment advice
• Jurisdiction
  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.