AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and between MEDLEY CAPITAL CORPORATION and SIERRA INCOME CORPORATION DATED AS OF JULY 29, 2019Agreement and Plan of Merger • August 2nd, 2019 • Medley Capital Corp • Delaware
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of July 29, 2019 (this “Agreement”), by and between Medley Capital Corporation, a Delaware corporation (“MCC”), and Sierra Income Corporation, a Maryland corporation (“SIC”).
STIPULATION AND AGREEMENT OF COMPROMISE AND SETTLEMENTStipulation and Agreement of Compromise and Settlement • August 2nd, 2019 • Medley Capital Corp • Delaware
This Stipulation and Agreement of Compromise and Settlement (the “Stipulation”), dated July 29, 2019, which is entered into by and among (i) FrontFour Capital Group LLC (“FFCG”) and FrontFour Master Fund, Ltd. (“FFMF”) (collectively, “Plaintiffs”), on their own behalf and on behalf of the Settlement Class (as defined herein); and (ii) Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, Arthur S. Ainsberg, Medley Management Inc. (“MDLY”), Medley Capital Corporation (“MCC”), MCC Advisors LLC, Medley Group LLC, and Medley LLC (collectively, “Stipulating Defendants”), by and through their undersigned attorneys, states all of the terms of the settlement and resolution of this matter and is intended by the Parties (as defined herein) to fully and finally release, resolve, compromise, settle and discharge the Released Plaintiffs’ Claims (as defined herein) against the Released Defendant Parties (as defined herein) and the Released Defendants’ Claims (as defi
GOVERNANCE AGREEMENTGovernance Agreement • August 2nd, 2019 • Medley Capital Corp
THIS GOVERNANCE AGREEMENT (this “Agreement”) is entered into as of July 29, 2019, by and among Medley Capital Corporation, a Delaware corporation (the “Company”), FrontFour Capital Group LLC, a Delaware limited liability company (“FrontFour Capital”), FrontFour Master Fund, Ltd., an exempted company formed under the laws of the Cayman Islands (“FrontFour Master”), FrontFour Capital Corp., a corporation formed under the laws of British Columbia, Canada (“FrontFour Corp.”), FrontFour Opportunity Fund, a mutual fund trust formed under the laws of British Columbia, Canada (the “Canadian Fund”), David A. Lorber, Stephen E. Loukas and Zachary R. George (Mr. George, collectively with FrontFour Capital, FrontFour Master, FrontFour Corp., the Canadian Fund and Messrs. Lorber and Loukas, “FrontFour”). The Company and FrontFour are collectively referred to herein as the “Parties” and each a “Party”.
