Certification of Chief Financial Officer

of Periodic Report Pursuant to Rule 13a-14(a)
and Rule 15d-14(a)



I, Richard T. Allorto, Jr., certify that:



1) I have reviewed this Annual Report on
Form 10-K of Medley Capital Corporation (the “Company”);



2) Based on my knowledge, this report does
not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3) Based on my knowledge, the financial
statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the Company as of, and for, the periods presented in this report;



4) The Company’s other certifying
officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f))



for the Company and have:





a) designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information
relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;





b) designed such internal control over financial
reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;



c) evaluated the effectiveness of the Company’s
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation; and



d) disclosed in this report any change in
the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter
(the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely
to materially affect, the Company’s internal control over financial reporting; and



5) The Company’s other certifying
officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s
auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):



a) all significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the Company’s ability to record, process, summarize and report financial information; and



b) any fraud, whether or not material, that
involves management or other employees who have a significant role in the Company’s internal control over financial reporting.



|Date: December 10, 2012       |  | 
|----------------------------- |  | 
|                              |  | 
|/s/ Richard T. Allorto, Jr.   |  | 
|Richard T. Allorto, Jr.       |  | 
|Chief Financial Officer       |  | 
|(Principal Financial Officer) |  |