Exhibit 10.2


 


TAX RECEIVABLE AGREEMENT



among



MEDLEY MANAGEMENT INC.


 


and


 


THE PERSONS NAMED HEREIN


 


Dated as of __________, 2014


 




    	 



    	 



    

 


TABLE OF CONTENTS


 






	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS	2
	Section 1.1	Definitions	2
	 	 	 
	ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT	9
	Section 2.1	Basis Adjustment	9
	Section 2.2	Tax Benefit Schedule	9
	Section 2.3	Procedures, Amendments	10
	 	 	 
	ARTICLE III TAX BENEFIT PAYMENTS	11
	Section 3.1	Payments	11
	Section 3.2	No Duplicative Payments	12
	Section 3.3	Pro Rata Payments; Coordination of Benefits With Other Tax Receivable Agreements	12
	 	 	 
	ARTICLE IV TERMINATION	12
	Section 4.1	Early Termination and Breach of Agreement	12
	Section 4.2	Early Termination Notice	13
	Section 4.3	Payment upon Early Termination	14
	 	 	 
	ARTICLE V SUBORDINATION AND LATE PAYMENTS	14
	Section 5.1	Subordination	14
	Section 5.2	Late Payments by the Corporate Taxpayer	14
	 	 	 
	ARTICLE VI NO DISPUTES; CONSISTENCY; COOPERATION	14
	Section 6.1	Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters	14
	Section 6.2	Consistency	15
	Section 6.3	Cooperation	15
	 	 	 
	ARTICLE VII MISCELLANEOUS	15
	Section 7.1	Notices	15
	Section 7.2	Counterparts	16
	Section 7.3	Entire Agreement; No Third Party Beneficiaries	16
	Section 7.4	Governing Law	16
	Section 7.5	Severability	16
	Section 7.6	Successors; Assignment; Amendments; Waivers	17
	Section 7.7	Titles and Subtitles	17
	Section 7.8	Resolution of Disputes	18
	Section 7.9	Reconciliation	19
	Section 7.10	Withholding	19







 




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	Section 7.11	Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets	19
	Section 7.12	Confidentiality	20
	Section 7.13	Change in Law	21
	Section 7.14	LLC Agreement	21
	Section 7.15	Independent Nature of TRA Parties’ Rights and Obligations	21







 




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TAX RECEIVABLE AGREEMENT


 


This TAX RECEIVABLE AGREEMENT (this “Agreement”),
dated as of __________, 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”).


 


RECITALS


 


WHEREAS, the TRA Parties directly or indirectly
hold limited liability company units (the “Units”) in Medley LLC, a Delaware limited liability company (“OpCo”),
which is classified as a partnership for United States federal income tax purposes;


 


WHEREAS, the Corporate Taxpayer is the managing
member of OpCo, and holds and will hold, directly and/or indirectly, Units;  


 


WHEREAS, the Units held by the TRA Parties
may be exchanged for Class A common stock (the “Class A Shares”) of the Corporate Taxpayer, subject to the provisions
of the LLC Agreement (as defined below) and the Exchange Agreement, dated as of __________, 2014, among the Corporate Taxpayer
and the holders of Units from time to time party thereto, as amended from time to time;


 


WHEREAS, OpCo and each of its direct and indirect
subsidiaries treated as a partnership for United States federal income tax purposes currently have and will have in effect an election
under Section 754 of the United States Internal Revenue Code of 1986, as amended (the “Code”), for each Taxable
Year (as defined below) in which a taxable acquisition (including a deemed taxable acquisition under Section 707(a) of the Code)
of Units by the Corporate Taxpayer from the TRA Parties for Class A Shares or other consideration (an “Exchange”)
occurs; 


 


WHEREAS, the income, gain, loss, expense and
other Tax (as defined below) items of the Corporate Taxpayer may be affected by the Basis Adjustments (as defined below) and the
Imputed Interest (as defined below);


 


WHEREAS, the parties to this Agreement desire
to make certain arrangements with respect to the effect of the Basis Adjustments and Imputed Interest on the liability for Taxes
of the Corporate Taxpayer;


 


WHEREAS, Exchanges by the TRA Parties and
payments in respect of Tax savings related to such Exchanges will result in Tax savings for the Corporate Taxpayer;


 


NOW, THEREFORE, in consideration of the foregoing
and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree
as follows:


 




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ARTICLE
I



DEFINITIONS


 


Section 1.1           Definitions.
As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined).


 


“Affiliate” means, with
respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled
by, or is under common Control with, such first Person. 


 


“Agreed Rate” means LIBOR
plus 100 basis points.


 


“Agreement” is defined
in the Recitals of this Agreement.


 


“Amended Schedule” is defined
in Section 2.3(b) of this Agreement.


 


“Basis Adjustment” means
the adjustment to the tax basis of a Reference Asset under Sections 732, 734(b) and 1012 of the Code (in situations where, as a
result of one or more Exchanges, OpCo becomes an entity that is disregarded as separate from its owner for United States federal
income tax purposes) or under Sections 734(b), 743(b) and 754 of the Code (in situations where, following an Exchange, OpCo remains
in existence as an entity for United States federal income tax purposes) and, in each case, comparable sections of state and local
tax laws, as a result of an Exchange and the payments made pursuant to this Agreement. For the avoidance of doubt, the amount of
any Basis Adjustment resulting from an Exchange of one or more Units shall be determined without regard to any Pre-Exchange Transfer
of such Units and as if any such Pre-Exchange Transfer had not occurred.


 


A “Beneficial Owner” of
a security is a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise,
has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment
power, which includes the power to dispose of, or to direct the disposition of, such security.  The terms “Beneficially
Own” and “Beneficial Ownership” shall have correlative meanings.


 


“Board” means the Board
of Directors of the Corporate Taxpayer. 


 


“Business Day” means Monday
through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or
the State of New York shall not be regarded as a Business Day.


 


“Change of Control” means
the occurrence of any of the following events:


 




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		(i)	any Person or any group of Persons acting together which
would constitute a “group” for purposes of Section 13(d) of the Securities and Exchange Act of 1934, or any successor
provisions thereto (excluding (a) a corporation or other entity owned, directly or indirectly, by the stockholders of the Corporate
Taxpayer in substantially the same proportions as their ownership of stock of the Corporate Taxpayer or (b) Brook Taube, Seth
Taube, any “group” for purposes of Section 13(d) of the Securities Act of 1934 or any successor provisions thereto
that includes Brook Taube, Seth Taube or any of their Affiliates or Permitted Transferees or any Person more than 50% of the combined
voting power of then outstanding voting securities of which are owned by Brook Taube, Seth Taube or any of their Affiliates or
Permitted Transferees or any such “group”) is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Corporate Taxpayer representing more than 50% of the combined voting power of the Corporate Taxpayer’s then outstanding
voting securities; or



 


		(ii)	the following individuals cease for any reason to constitute
a majority of the number of directors of the Corporate Taxpayer then serving: individuals who, on the IPO Date, constitute the
Board and any new director whose appointment or election by the Board or nomination for election by the Corporate Taxpayer’s
shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either
were directors on the IPO Date or whose appointment, election or nomination for election was previously so approved or recommended
by the directors referred to in this clause (ii); or



 


		(iii)	there is consummated a merger or consolidation of the
Corporate Taxpayer with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation,
either (x) the Board immediately prior to the merger or consolidation does not constitute at least a majority of the board of
directors of the company surviving the merger or, if the surviving company is a Subsidiary, the ultimate parent thereof, or (y)
the voting securities of the Corporate Taxpayer immediately prior to such merger or consolidation do not continue to represent
or are not converted into more than 50% of the combined voting power of the then outstanding voting securities of the Person resulting
from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof; or



 


		(iv)	the shareholders of the Corporate Taxpayer approve a
plan of complete liquidation or dissolution of the Corporate Taxpayer or there is consummated an agreement or series of related
agreements for the sale, lease or other disposition, directly or indirectly, by the Corporate Taxpayer of all or substantially
all of the Corporate Taxpayer’s assets, other than such sale or other disposition by the Corporate Taxpayer of all or substantially
all of the Corporate Taxpayer’s assets to an entity, at least 50% of the combined voting power of the voting securities
of which are owned by shareholders of the Corporate Taxpayer in substantially the same proportions as their ownership of the Corporate
Taxpayer immediately prior to such sale.



 




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Notwithstanding the foregoing, except with respect to clause
(ii) and clause (iii)(x) above, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation
of any transaction or series of integrated transactions immediately following which the record holders of the shares of the Corporate
Taxpayer immediately prior to such transaction or series of transactions continue to have substantially the same proportionate
ownership in, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Corporate
Taxpayer immediately following such transaction or series of transactions. For purposes of this definition, “Permitted Transferee”
means a shareholder's family members or a trust for the benefit of the shareholder and/or family members.


 


“Class A Shares” is defined
in the Recitals of this Agreement.


 


“Code” is defined in the
Recitals of this Agreement.


 


“Control” means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership
of voting securities, by contract or otherwise.


 


“Corporate Taxpayer” is
defined in the Recitals of this Agreement.


 


“Corporate Taxpayer Return”
means the federal and/or state and/or local Tax Return, as applicable, of the Corporate Taxpayer filed with respect to Taxes of
any Taxable Year.


 


“Cumulative Net Realized Tax Benefit”
for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer, up to
and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax
Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedules or
Amended Schedules, if any, in existence at the time of such determination.


 


“Default Rate” means LIBOR
plus 500 basis points.


 


“Determination” shall have
the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state, foreign or local tax law, as applicable,
or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability
for Tax.


 


“Dispute” has the meaning
set forth in Section 7.8(a) of this Agreement.


 


“Early Termination Date”
means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.


 


“Early Termination Effective Date”
is defined in Section 4.2 of this Agreement.


 




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“Early Termination Notice”
is defined in Section 4.2 of this Agreement.


 


“Early Termination Schedule”
is defined in Section 4.2 of this Agreement. 


 


“Early Termination Payment”
is defined in Section 4.3(b) of this Agreement.


 


“Early Termination Rate”
means LIBOR plus 100 basis points.


 


“Exchange” is defined in
the Recitals of this Agreement. For the avoidance of doubt, the distribution of cash to the members of OpCo on or around the date
of the IPO, which will be treated for U.S. federal income tax purposes, in whole or in part, as a deemed sale of partnership interests
in OpCo to the Corporate Taxpayer pursuant to Section 707(a) of the Code shall be treated as Exchanges.


 


“Exchange Basis Schedule”
is defined in Section 2.1 of this Agreement.


 


“Exchange Date” means the
date of any Exchange.


 


“Exchange Notice” shall
have the meaning set forth in the LLC Agreement.


 


“Expert” is defined in
Section 7.9 of this Agreement.


 


“Hypothetical Tax Liability”
means, with respect to any Taxable Year, the liability for Taxes of (i) the Corporate Taxpayer and (ii) without duplication, OpCo,
but only with respect to Taxes imposed on OpCo and allocable to the Corporate Taxpayer or to the other members of the consolidated
group of which the Corporate Taxpayer is the parent, in each case using the same methods, elections, conventions and similar practices
used on the relevant Corporate Taxpayer Return, but (a) using the Non-Stepped Up Tax Basis as reflected on the Exchange Basis Schedule
including amendments thereto for the Taxable Year and (b) excluding any deduction attributable to Imputed Interest for the Taxable
Year. For the avoidance of doubt, Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback
of any Tax item (or portions thereof) that is attributable to the Basis Adjustment or Imputed Interest, as applicable.


 


“Imputed Interest” in respect
of a TRA Party shall mean any interest imputed under Section 1272, 1274 or 483 or other provision of the Code and any similar provision
of state and local tax law with respect to the Corporate Taxpayer’s payment obligations in respect of such TRA Party under
this Agreement.


 


“IPO” means the initial
public offering of Class A Shares by the Corporate Taxpayer.


 


“IPO Date” means the closing
date of the IPO.


 


“IRS” means the United
States Internal Revenue Service.


 




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“LIBOR” means during any
period, an interest rate per annum equal to the one-year LIBOR reported, on the date two days prior to the first day of such period,
on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as reported on Reuters Screen page “LIBOR01”
or by any other publicly available source of such market rate) for London interbank offered rates for United States dollar deposits
for such period.


 


“LLC Agreement” means,
with respect to OpCo, the Second Amended and Restated Limited Liability Company Agreement of OpCo, dated on or about the date hereof,
as amended from time to time.


 


“Market Value” shall mean
the closing price of the Class A Shares on the applicable Exchange Date on the national securities exchange or interdealer quotation
system on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal; provided,
that if the closing price is not reported by the Wall Street Journal for the applicable Exchange Date, then the Market Value
shall mean the closing price of the Class A Shares on the Business Day immediately preceding such Exchange Date on the national
securities exchange or interdealer quotation system on which such Class A Shares are then traded or listed, as reported by the
Wall Street Journal; provided, further, that if the Class A Shares are not then listed on a national securities
exchange or interdealer quotation system, “Market Value” shall mean the cash consideration paid for Class A Shares,
or the fair market value of the other property delivered for Class A Shares, as determined by the Board in good faith.


 


“Material Objection Notice”
has the meaning set forth in Section 4.2 of this Agreement.


 


“Non-Stepped Up Tax Basis”
means, with respect to any Reference Asset at any time, the Tax basis that such asset would have had at such time if no Basis Adjustments
had been made.


 


“Objection Notice” has
the meaning set forth in Section 2.3(a) of this Agreement.


 


“Payment Date” means any
date on which a payment is required to be made pursuant to this Agreement.


 


“Person” means any individual,
corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental
entity or other entity.


 


“Pre-Exchange Transfer”
means any transfer (including upon the death of a Member) or distribution in respect of one or more Units (i) that occurs prior
to an Exchange of such Units, and (ii) to which Section 743(b) or 734(b) of the Code applies.


 


“Realized Tax Benefit”
means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the actual liability for Taxes of (i) the
Corporate Taxpayer and (ii) without duplication, OpCo, but only with respect to Taxes imposed on OpCo and allocable to the Corporate
Taxpayer or to the other members of the consolidated group of which the Corporate Taxpayer is the parent for such Taxable Year. 
If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority
of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been
a Determination.


 




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“Realized Tax Detriment”
means, for a Taxable Year, the excess, if any, of the actual liability over the Hypothetical Tax Liability for Taxes of (i) the
Corporate Taxpayer and (ii) without duplication, OpCo, but only with respect to Taxes imposed on OpCo and allocable to the Corporate
Taxpayer or to the other members of the consolidated group of which the Corporate Taxpayer is the parent for such Taxable Year.
 If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing
Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until
there has been a Determination.


 


“Reconciliation Dispute”
has the meaning set forth in Section 7.9 of this Agreement.


 


“Reconciliation Procedures”
has the meaning set forth in Section 2.3(a) of this Agreement.


 


“Reference Asset” means
an asset that is held by OpCo, or by any of its direct or indirect Subsidiaries treated as a partnership or disregarded entity
(but only if such indirect Subsidiaries are held only through Subsidiaries treated as partnerships or disregarded entities) for
purposes of the applicable Tax, at the time of an Exchange. A Reference Asset also includes any asset that is “substituted
basis property” under Section 7701(a)(42) of the Code with respect to a Reference Asset.


 


“Schedule” means any of
the following: (i) an Exchange Basis Schedule, (ii) a Tax Benefit Schedule, or (iii) the Early Termination Schedule.


 


“Senior Obligations” is
defined in Section 5.1 of this Agreement.


 


“Subsidiaries” means, with
respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly,
or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing
member or similar interest of such Person.


 


“Subsidiary Stock” means
any stock or other equity interest in any subsidiary entity of OpCo that is treated as a corporation for United States federal
income tax purposes.


 


“Tax Benefit Payment” is
defined in Section 3.1(b) of this Agreement.


 


“Tax Benefit Schedule”
is defined in Section 2.2 of this Agreement.


 


“Tax Return” means any
return, declaration, report or similar statement required to be filed with respect to Taxes (including any attached schedules),
including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.


 




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“Taxable Year” means a
taxable year of the Corporate Taxpayer as defined in Section 441(b) of the Code or comparable section of state or local tax law,
as applicable (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is
made), ending on or after the IPO Date.


 


“Taxes” means any and all
United States federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect
to net income or profits, and any interest related to such Tax.


 


“Taxing Authority” shall
mean any domestic, federal, national, state, county or municipal or other local government, any subdivision, agency, commission
or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory
authority.


 


“TRA Party” is defined
in the Recitals of this Agreement.


 


“TRA Party Representative”
means, initially, Medley Group LLC, a Delaware limited liability company, and thereafter, that TRA Party or committee of TRA Parties
determined from time to time by a plurality vote of the TRA Parties ratably in accordance with their right to receive Early Termination
Payments hereunder if all TRA Parties had fully Exchanged their Units for Class A Shares or other consideration and the Corporate
Taxpayer had exercised its right of early termination on the date of the most recent Exchange.


 


“Treasury Regulations”
means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions
and succeeding provisions) as in effect for the relevant taxable period.


 


“Units” is defined in the
Recitals of this Agreement.


 


“Valuation Assumptions”
shall mean, as of an Early Termination Date, the assumptions that in each Taxable Year ending on or after such Early Termination
Date, (1) the Corporate Taxpayer will have taxable income sufficient to fully utilize (i) the deductions arising from the Basis
Adjustments and the Imputed Interest during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis
Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation
Assumptions) in which such deductions would become available and (ii) any loss carryovers generated by deductions arising from
Basis Adjustments or Imputed Interest that are available as of the date of such Early Termination Date, (2) the United States federal,
state and local income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable
Year by the Code and other law as in effect on the Early Termination Date, (3) any non-amortizable assets (other than any Subsidiary
Stock) will be disposed of on the fifteenth anniversary of the applicable Basis Adjustment and any short-term investments will
be disposed of 12 months following the Early Termination Date; provided, that in the event of a Change of Control, such
non-amortizable assets shall be deemed disposed of at the time of sale of the relevant asset (if earlier than such fifteenth anniversary),
(4) any Subsidiary Stock will never be disposed of and (5) if, at the Early Termination Date, there are Units that have not been
Exchanged, then each such Unit shall is Exchanged for the Market Value of the Class A Shares and the amount of cash that would
be transferred if the Exchange occurred on the Early Termination Date.


 




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ARTICLE
II



DETERMINATION OF CERTAIN REALIZED TAX BENEFIT


 


Section 2.1           Basis
Adjustment. Within ninety (90) calendar days after the filing of the United States federal income tax return of the Corporate
Taxpayer for any Taxable Year in which an Exchange has been effected by any TRA Party, the Corporate Taxpayer shall deliver to
such TRA Party a schedule (the “Exchange Basis Schedule”) that shows, in reasonable detail necessary to perform
the calculations required by this Agreement (i) the Non-Stepped Up Tax Basis of the Reference Assets in respect of such TRA Party
as of each applicable Exchange Date, (ii) the Basis Adjustment with respect to the Reference Assets in respect of such TRA Party
as a result of the Exchanges effected in such Taxable Year by such TRA Party, calculated in the aggregate, (iii) the period (or
periods) over which the Reference Assets in respect of such TRA Party are amortizable and/or depreciable and (iv) the period (or
periods) over which each Basis Adjustment in respect of such TRA Party is amortizable and/or depreciable.


 


Section 2.2           Tax
Benefit Schedule.


 


(a)          Tax
Benefit Schedule. Within ninety (90) calendar days after the filing of the United States federal income tax return of the Corporate
Taxpayer for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment in respect of such TRA Party,
the Corporate Taxpayer shall provide to such TRA Party a schedule showing, in reasonable detail, the calculation of the Tax Benefit
Payment in respect of such TRA Party for such Taxable Year (a “Tax Benefit Schedule”). Each Tax Benefit Schedule
will become final as provided in Section 2.3(a) and may be amended as provided in Section 2.3(b) (subject to the procedures set
forth in Section 2.3(b)). 


 


(b)          Applicable
Principles. Subject to Section 3.3(a), the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended
to measure the decrease or increase in the actual liability for Taxes of the Corporate Taxpayer for such Taxable Year attributable
to the Basis Adjustments and Imputed Interest, determined using a “with and without” methodology. For the avoidance
of doubt, the actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must
be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration
payable by the Corporate Taxpayer for the Units acquired in an Exchange. Carryovers or carrybacks of any Tax item attributable
to the Basis Adjustments and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations
or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation
and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion
that is attributable to the Basis Adjustment or Imputed Interest and another portion that is not, such portions shall be considered
to be used in accordance with the “with and without” methodology. The parties agree that (i) all Tax Benefit Payments
attributable to the Basis Adjustments (other than amounts accounted for as interest under the Code) will be treated as subsequent
upward purchase price adjustments have the effect of creating additional Basis Adjustments to Reference Assets for the Corporate
Taxpayer in the year of payment, and (ii) as a result, such additional Basis Adjustments will be incorporated into the current
year calculation and into future year calculations, as appropriate.


 




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Section 2.3           Procedures,
Amendments.


 


(a)           Procedure.
Every time the Corporate Taxpayer delivers to a TRA Party an applicable Schedule under this Agreement, including any Amended Schedule
delivered pursuant to Section 2.3(b), and any Early Termination Schedule or amended Early Termination Schedule, the Corporate Taxpayer
shall also (x) deliver to such TRA Party schedules, valuation reports, if any, and work papers, as determined by the Corporate
Taxpayer or requested by such TRA Party, providing reasonable detail regarding the preparation of the Schedule and (y) allow such
TRA Party reasonable access at no cost to the appropriate representatives at the Corporate Taxpayer, as determined by the Corporate
Taxpayer or requested by such TRA Party, in connection with a review of such Schedule. Without limiting the application of the
preceding sentence, each time the Corporate Taxpayer delivers to a TRA Party a Tax Benefit Schedule, in addition to the Tax Benefit
Schedule duly completed, the Corporate Taxpayer shall deliver to such TRA Party the Corporate Taxpayer Return, the reasonably detailed
calculation by the Corporate Taxpayer of the applicable Hypothetical Tax Liability in respect of such TRA Party, the reasonably
detailed calculation by the Corporate Taxpayer of the actual Tax liability, as well as any other work papers as determined by the
Corporate Taxpayer or requested by such TRA Party, provided that the Corporate Taxpayer shall be entitled to redact any information
that it reasonably believes is unnecessary for purposes of determining the items in the applicable Schedule or amendment thereto
or any information that the Corporate Taxpayer is prohibited from disclosing under applicable law or contractual confidentiality
restrictions. An applicable Schedule or amendment thereto shall become final and binding on all parties thirty (30) calendar days
from the date on which all relevant TRA Parties are treated as having received the applicable Schedule or amendment thereto under
Section 7.1 unless the TRA Party Representative (i) within thirty (30) calendar days from such date provides the Corporate Taxpayer
with notice of a material objection to such Schedule (“Objection Notice”) made in good faith or (ii) provides
a written waiver of such right of any Objection Notice within the period described in clause (i) above, in which case such Schedule
or amendment thereto becomes binding on the date the waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and
the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in the Objection Notice within
thirty (30) calendar days after receipt by the Corporate Taxpayer of an Objection Notice, the Corporate Taxpayer and the TRA Party
Representative shall employ the reconciliation procedures as described in Section 7.9 of this Agreement (the “Reconciliation
Procedures”).


 


(b)          Amended
Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection
with a Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified as a result of the receipt
of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to
comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax
Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax item
to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable
to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable Exchange Basis Schedule to take into account
payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer
shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in
clauses (i) through (vi) of the preceding sentence.


 




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ARTICLE
III



TAX BENEFIT PAYMENTS


 


Section 3.1           Payments.


 


(a)          Payments.
Within five (5) calendar days after a Tax Benefit Schedule delivered to a TRA Party becomes final in accordance with Section 2.3(a),
the Corporate Taxpayer shall pay such TRA Party for such Taxable Year the Tax Benefit Payment determined pursuant to Section 3.1(b). 
Each such Tax Benefit Payment shall be made by wire transfer of immediately available funds to the bank account previously designated
by such TRA Party to the Corporate Taxpayer or as otherwise agreed by the Corporate Taxpayer and such TRA Party.  For the
avoidance of doubt, no Tax Benefit Payment shall be made in respect of estimated tax payments, including, without limitation, federal
estimated income tax payments. Notwithstanding anything herein to the contrary, at the election of a TRA Party specified in the
Exchange Notice for the applicable Exchange, the aggregate Tax Benefit Payments in respect of such Exchange (other than amounts
accounted for as interest under the Code) shall not exceed, as specified by a TRA Party, 50% of the fair market value of the Class
A Shares received on such Exchange.


 


(b)          A
“Tax Benefit Payment” in respect of a TRA Party for a Taxable Year means an amount, not less than zero, equal
to the sum of the portion of the Net Tax Benefit that is allocable to such TRA Party and the Interest Amount with respect thereto.
For the avoidance of doubt, for Tax purposes, the Interest Amount shall not be treated as interest but instead shall be treated
as additional consideration for the acquisition of Units in Exchanges, unless otherwise required by law. Subject to Section 3.3(a),
the “Net Tax Benefit” for a Taxable Year shall be an amount equal to the excess, if any, of 85% of the Cumulative
Net Realized Tax Benefit as of the end of such Taxable Year, over the total amount of payments previously made under this Section
3.1 (excluding payments attributable to Interest Amounts); provided, for the avoidance of doubt, that no such recipient
shall be required to return any portion of any previously made Tax Benefit Payment. The “Interest Amount” shall
equal the interest on the Net Tax Benefit calculated at the Agreed Rate from the due date (without extensions) for filing the Corporate
Taxpayer Return with respect to Taxes for such Taxable Year until the payment date under Section 3.1(a).  Notwithstanding
the foregoing, for each Taxable Year ending on or after the date of a Change of Control that occurs after the IPO Date, all Tax
Benefit Payments, whether paid with respect to the Units that were Exchanged (i) prior to the date of such Change of Control or
(ii) on or after the date of such Change of Control, shall be calculated by utilizing Valuation Assumptions (1), (3) and (4), substituting
in each case the terms “the closing date of a Change of Control” for an “Early Termination Date.” 


 




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Section 3.2           No
Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount
(including interest) required under this Agreement. The provisions of this Agreement shall be construed in the appropriate manner
to ensure such intentions are realized.


 


Section 3.3           Pro
Rata Payments; Coordination of Benefits With Other Tax Receivable Agreements.


 


(a)          Notwithstanding
anything in Section 3.1 to the contrary, to the extent that the aggregate tax benefit of the Corporate Taxpayer’s deduction
with respect to the Basis Adjustments or Imputed Interest, as such terms are defined in this Agreement, is limited in a particular
Taxable Year because the Corporate Taxpayer does not have sufficient taxable income, the Net Tax Benefit for the Corporate Taxpayer
shall be allocated among all parties eligible for payments under this Agreement in proportion to the respective amounts of Net
Tax Benefit that would have been allocated to each party if the Corporate Taxpayer had sufficient taxable income so that there
were no such limitation.


 


(b)          After
taking into account Section 3.3(a), if for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to
make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and
the TRA Parties agree that no Tax Benefit Payment shall be made in respect of any Taxable Year until all Tax Benefit Payments in
respect of prior Taxable Years have been made in full.


 


ARTICLE
IV



TERMINATION


 


Section 4.1           Early
Termination and Breach of Agreement.


 


(a)          The
Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to all
of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of such TRA
Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment
by all TRA Parties, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination
rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid.  Upon payment of
the Early Termination Payment by the Corporate Taxpayer, none of the TRA Parties or the Corporate Taxpayer shall have any further
payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer, on one
hand, and the TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment
due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount
described in clause (b) is included in the Early Termination Payment).  If an Exchange occurs after the Corporate Taxpayer
makes the Early Termination Payments with respect to all applicable TRA Parties, the Corporate Taxpayer shall have no obligations
under this Agreement with respect to such Exchange.


 




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(b)          In
the event that the Corporate Taxpayer breaches any of its material obligations under this Agreement, whether as a result of failure
to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result
of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then all obligations hereunder shall
be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such
breach and shall include, but not be limited to, (1) the Early Termination Payments calculated as if an Early Termination Notice
had been delivered on the date of a breach, (2) any Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer
and such TRA Party as due and payable but unpaid as of the date of a breach, and (3) any Tax Benefit Payment in respect of any
TRA Party due for the Taxable Year ending with or including the date of a breach.  Notwithstanding the foregoing, in the event
that the Corporate Taxpayer breaches this Agreement, each TRA Party shall be entitled to elect to receive the amounts set forth
in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof.  The parties agree that the failure
to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a
breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to
be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months
of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement
if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient
funds to make such payment in the Corporate Taxpayer’s sole judgment exercised in good faith; provided that the interest
provisions of Section 5.2 shall apply to such late payment (unless the Corporate Taxpayer does not have sufficient cash to make
such payment as a result of limitations imposed by existing credit agreements to which OpCo is a party, in which case Section 5.2
shall apply, but the Default Rate shall be replaced by the Agreed Rate).


 


Section 4.2           Early
Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above,
the Corporate Taxpayer shall deliver to each TRA Party notice of such intention to exercise such right (“Early Termination
Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s
intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due for
each TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the
first date on which all TRA Parties are treated as having received such Schedule or amendment thereto under Section 7.1 unless
the TRA Party Representative (i) within thirty (30) calendar days after such date provides the Corporate Taxpayer with notice
of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides
a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such
Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective
Date”). If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve
the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection
Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures in which case such
Schedule becomes binding ten (10) days after the conclusion of the Reconciliation Procedures.


 




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Section 4.3           Payment
upon Early Termination.


 


(a)          Within
three (3) calendar days after an Early Termination Effective Date, the Corporate Taxpayer shall pay to the TRA Party an amount
equal to the Early Termination Payment in respect of such TRA Party. Such payment shall be made by wire transfer of immediately
available funds to a bank account or accounts designated by the TRA Party or as otherwise agreed by the Corporate Taxpayer and
such TRA Party.


 


(b)          “Early
Termination Payment” in respect of a TRA Party shall equal the present value, discounted at the Early Termination Rate
as of the applicable Early Termination Effective Date, of all Tax Benefit Payments in respect of such TRA Party that would be required
to be paid by the Corporate Taxpayer beginning from the Early Termination Date and assuming that (i) the Valuation Assumptions
in respect of such TRA Party are applied (ii) for each Taxable Year, the Tax Benefit Payment is paid ninety-five days after the
due date, assuming an extension, of the U.S. federal income tax return of the Corporate Taxpayer and (iii) for purposes of calculating
the Early Termination Rate, LIBOR shall be LIBOR as of the date of the Early Termination Notice.


 


ARTICLE
V



SUBORDINATION AND LATE PAYMENTS


 


Section 5.1           Subordination. 
Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment or Early Termination Payment required
to be made by the Corporate Taxpayer to the TRA Parties under this Agreement shall rank subordinate and junior in right of payment
to any principal, interest or other amounts due and payable in respect of any obligations in respect of indebtedness for borrowed
money of the Corporate Taxpayer and its Subsidiaries (“Senior Obligations”) and shall rank pari passu with
all current or future unsecured obligations of the Corporate Taxpayer that are not Senior Obligations. 


 


Section 5.2            Late
Payments by the Corporate Taxpayer. The amount of all or any portion of any Tax Benefit Payment or Early Termination Payment
not made to the TRA Parties when due under the terms of this Agreement shall be payable together with any interest thereon, computed
at the Default Rate and commencing from the date on which such Tax Benefit Payment or Early Termination Payment was due and payable.
 


 


ARTICLE
VI



NO DISPUTES; CONSISTENCY; COOPERATION


 


Section 6.1           Participation
in the Corporate Taxpayer’s and OpCo’s Tax Matters. Except as otherwise provided herein, the Corporate Taxpayer
shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and OpCo, including
without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining
to Taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify the TRA Party Representative of, and keep the TRA
Party Representative reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and OpCo by a Taxing
Authority the outcome of which is reasonably expected to affect the rights and obligations of a TRA Party under this Agreement,
and shall provide to the TRA Party Representative reasonable opportunity to provide information and other input to the Corporate
Taxpayer, OpCo and their respective advisors concerning the conduct of any such portion of such audit; provided, however,
that the Corporate Taxpayer and OpCo shall not be required to take any action that is inconsistent with any provision of the LLC
Agreement.


 




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Section 6.2           Consistency.
The Corporate Taxpayer and the TRA Parties agree to report and cause to be reported for all purposes, including federal, state
and local Tax purposes and financial reporting purposes, all Tax-related items (including, without limitation, the Basis Adjustments
and each Tax Benefit Payment) in a manner consistent with that specified by the Corporate Taxpayer in any Schedule required to
be provided by or on behalf of the Corporate Taxpayer under this Agreement unless otherwise required by law.


 


Section 6.3           Cooperation.
Each of the TRA Parties shall (a) furnish to the Corporate Taxpayer in a timely manner such information, documents and other materials
as the Corporate Taxpayer may reasonably request for purposes of making any determination or computation necessary or appropriate
under this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing
Authority, (b) make itself available to the Corporate Taxpayer and its representatives to provide explanations of documents and
materials and such other information as the Corporate Taxpayer or its representatives may reasonably request in connection with
any of the matters described in clause (a) above, and (c) reasonably cooperate in connection with any such matter, and the Corporate
Taxpayer shall reimburse each such TRA Party for any reasonable third-party costs and expenses incurred pursuant to this Section.


 


ARTICLE
VII



MISCELLANEOUS


 


Section 7.1           Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given and
received (a) on the date of delivery if delivered personally, or by facsimile or email with confirmation of transmission by the
transmitting equipment or (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier
service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated
in writing by the party to receive such notice: 


 


If to the Corporate Taxpayer, to: 


 


600 Montgomery St., 35th Floor


San Francisco, CA 94111


Telephone:     (415) 568-2760


Facsimile:       (415) 358-5514


Email:              john.fredericks@medleycapital.com


 




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Attention:     General Counsel




with a copy (which shall not constitute notice to the Corporate Taxpayer) to:




Simpson Thacher & Bartlett LLP


425 Lexington Avenue


New York, NY 10017


Telephone:     (212) 455-2000


Facsimile:       (212) 455-2502


Email:              jbonnie@stblaw.com


Attention:      Joshua Ford Bonnie


 


If to the TRA Parties, to: 


 


The address, fax number and email
address set forth in the records of OpCo.


 


Any party may change its address, fax number or email by giving
the other party written notice of its new address, fax number or email in the manner set forth above.


 


Section 7.2           Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall
become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it
being understood that all parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement
by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.


 


Section 7.3           Entire
Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be
binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing
in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement.


 


Section 7.4           Governing
Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York, without regard
to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.


 


Section 7.5           Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy,
all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.


 




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Section 7.6           Successors;
Assignment; Amendments; Waivers.


 


(a)          Each
TRA Party may assign any of its rights under this Agreement to any Person as long as such transferee has executed and delivered,
or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory
to the Corporate Taxpayer, agreeing to become a TRA Party for all purposes of this Agreement, except as otherwise provided in such
joinder.


 


(b)          No
provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporate Taxpayer and by
the TRA Parties who would be entitled to receive at least two-thirds of the total amount of the Early Termination Payments payable
to all TRA Parties hereunder if the Corporate Taxpayer had exercised its right of early termination on the date of the most recent
Exchange prior to such amendment (excluding, for purposes of this sentence, all payments made to any TRA Party pursuant to this
Agreement since the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will
have a disproportionate effect on the payments certain TRA Parties will or may receive under this Agreement unless such amendment
is consented in writing by the TRA Parties disproportionately affected who would be entitled to receive at least two-thirds of
the total amount of the Early Termination Payments payable to all TRA Parties disproportionately affected hereunder if the Corporate
Taxpayer had exercised its right of early termination on the date of the most recent Exchange prior to such amendment (excluding,
for purposes of this sentence, all payments made to any TRA Party pursuant to this Agreement since the date of such most recent
Exchange). No provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom the
waiver is to be effective.


 


(c)          All
of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by
the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate
Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to
all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree
to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if
no such succession had taken place.


 


Section 7.7           Titles
and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.


 




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Section 7.8           Resolution
of Disputes.


 


(a)          
Any and all disputes which are not governed by Section 7.9 and cannot be settled amicably, including any ancillary claims of any
party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance
of this Agreement (including the validity, scope and enforceability of this arbitration provision) (each a “Dispute”)
shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then-existing Rules
of Arbitration of the International Chamber of Commerce. If the parties to the Dispute fail to agree on the selection of an arbitrator
within ten (10) calendar days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the
appointment. The arbitrator shall be a lawyer admitted to the practice of law in the State of New York and shall conduct the proceedings
in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings. 


 


(b)          
Notwithstanding the provisions of paragraph (a), the Corporate Taxpayer may bring an action or special proceeding in any court
of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of
an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), the TRA Party (i)
expressly consents to the application of paragraph (c) of this Section 7.8 to any such action or proceeding, (ii) agrees that proof
shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and
that remedies at law would be inadequate, and (iii) irrevocably appoints the Corporate Taxpayer as agent of the TRA Party for service
of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly
advise the TRA Party of any such service of process, shall be deemed in every respect effective service of process upon the TRA
Party in any such action or proceeding.


 


(c)          (i) 
EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY JUDICIAL
PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 7.8, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION
OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include
any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration,
or to confirm an arbitration award. The parties acknowledge that the for a designated by this paragraph (c) have a reasonable relation
to this Agreement, and to the parties’ relationship with one another; and 


 


(ii) The parties hereby waive, to the fullest
extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying
of venue of any such ancillary suit, action or proceeding brought in any court referred to in the preceding paragraph of this Section
7.8 and such parties agree not to plead or claim the same.


 




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Section 7.9           Reconciliation.
In the event that the Corporate Taxpayer and the TRA Party Representative are unable to resolve a disagreement with respect to
the matters governed by Sections 2.3 and 4.2 within the relevant period designated in this Agreement (“Reconciliation
Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”)
in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner or principal in a nationally
recognized accounting or law firm, and unless the Corporate Taxpayer and the TRA Party Representative agree otherwise, the Expert
shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or the TRA
Party Representative or other actual or potential conflict of interest. If the Corporate Taxpayer and the TRA Party Representative
are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation
Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve
any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto
within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within
fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted
to the Expert for resolution.  Notwithstanding the preceding sentence, if the matter is not resolved before any payment that
is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of
a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be
filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment upon resolution.  The costs and expenses
relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporate Taxpayer except as provided
in the next sentence.  The Corporate Taxpayer and the TRA Party Representative shall bear their own costs and expenses of
such proceeding, unless (i) the Expert adopts the TRA Party Representative’s position, in which case the Corporate Taxpayer
shall reimburse the TRA Party Representative for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the
Expert adopts the Corporate Taxpayer’s position, in which case the TRA Party Representative shall reimburse the Corporate
Taxpayer for any reasonable out-of-pocket costs and expenses in such proceeding.  Any dispute as to whether a dispute is
a Reconciliation Dispute within the meaning of this Section 7.9 shall be decided by the Expert.  The Expert shall finally
determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.9 shall be binding on the
Corporate Taxpayer and each of the TRA Parties and may be entered and enforced in any court having jurisdiction. 


 


Section 7.10         Withholding.
The Corporate Taxpayer shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts
as the Corporate Taxpayer is required to deduct and withhold with respect to the making of such payment under the Code or any
provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate Taxing
Authority by the Corporate Taxpayer, such withheld amounts shall be treated for all purposes of this Agreement as having been
paid to the Person in respect of whom such withholding was made.


 


Section 7.11         Admission
of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets. 


 


(a)          
If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated
income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i)
the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination
Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group
as a whole.


 




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(b)          If
any entity that is obligated to make a Tax Benefit Payment or Early Termination Payment hereunder transfers one or more assets
to a corporation (or a Person classified as a corporation for United States federal income tax purposes) with which such entity
does not file a consolidated tax return pursuant to Section 1501 of the Code, such entity, for purposes of calculating the amount
of any Tax Benefit Payment or Early Termination Payment (e.g., calculating the gross income of the entity and determining the Realized
Tax Benefit of such entity) due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on
the date of such contribution.  The consideration deemed to be received by such entity shall be equal to the gross fair market
value of the contributed asset. For purposes of this Section 7.11, a transfer of a partnership interest shall be treated as a transfer
of the transferring partner’s share of each of the assets and liabilities of that partnership allocated to such partner.


 


Section 7.12         Confidentiality. 


 


(a)          Each
TRA Party and each of their assignees acknowledge and agree that the information of the Corporate Taxpayer is confidential and,
except in the course of performing any duties as necessary for the Corporate Taxpayer and its Affiliates, as required by law or
legal process or to enforce the terms of this Agreement, such person shall keep and retain in the strictest confidence and not
disclose to any Person any confidential matters, acquired pursuant to this Agreement, of the Corporate Taxpayer and its Affiliates
and successors, concerning OpCo and its Affiliates and successors or the Members, learned by the TRA Party heretofore or hereafter. 
This Section 7.12 shall not apply to (i) any information that has been made publicly available by the Corporate Taxpayer or
any of its Affiliates, becomes public knowledge (except as a result of an act of the TRA Party in violation of this Agreement)
or is generally known to the business community and (ii) the disclosure of information to the extent necessary for the TRA
Party to prepare and file its Tax Returns, to respond to any inquiries regarding the same from any taxing authority or to prosecute
or defend any action, proceeding or audit by any taxing authority with respect to such returns.  Notwithstanding anything
to the contrary herein, each TRA Party and each of their assignees (and each employee, representative or other agent of the TRA
Party or its assignees, as applicable) may disclose to any and all Persons, without limitation of any kind, the tax treatment and
tax structure of the Corporate Taxpayer, OpCo and their Affiliates, and any of their transactions, and all materials of any kind
(including opinions or other tax analyses) that are provided to the TRA Party relating to such tax treatment and tax structure.


 


(b)          If
a TRA Party or an assignee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.12, the
Corporate Taxpayer shall have the right and remedy to have the provisions of this Section 7.12 specifically enforced by injunctive
relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged
and agreed that any such breach or threatened breach shall cause irreparable injury to the Corporate Taxpayer or any of its Subsidiaries
or the TRA Parties and the accounts and funds managed by the Corporate Taxpayer and that money damages alone shall not provide
an adequate remedy to such Persons.  Such rights and remedies shall be in addition to, and not in lieu of, any other rights
and remedies available at law or in equity.


 




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Section 7.13         Change
in Law. Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, a TRA
Party reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a
payment under this Agreement) recognized by the TRA Party upon any Exchange by such TRA Party to be treated as ordinary income
rather than capital gain (or otherwise taxed at ordinary income rates) for United States federal income tax purposes or would
have other material adverse tax consequences to such TRA Party, then at the election of such TRA Party and to the extent specified
by such TRA Party, this Agreement (i) shall cease to have further effect with respect to such TRA Party, (ii) shall not apply
to an Exchange by such TRA Party occurring after a date specified by such TRA Party, or (iii) shall otherwise be amended in a
manner determined by such TRA Party, provided that such amendment shall not result in an increase in payments under this Agreement
at any time as compared to the amounts and times of payments that would have been due in the absence of such amendment.


 


Section 7.14         LLC
Agreement. This Agreement shall be treated as part of the partnership agreement of OpCo as described in Section 761(c) of
the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.


 


Section 7.15         Independent
Nature of TRA Parties’ Rights and Obligations. The obligations of each TRA Party hereunder are several and not joint
with the obligations of any other TRA Party, and no TRA Party shall be responsible in any way for the performance of the obligations
of any other TRA Party hereunder. The decision of each TRA Party to enter into this Agreement has been made by such TRA Party
independently of any other TRA Party. Nothing contained herein, and no action taken by any TRA Party pursuant hereto, shall be
deemed to constitute the TRA Parties as a partnership, an association, a joint venture or any other kind of entity, or create
a presumption that the TRA Parties are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated hereby and the Corporate Taxpayer acknowledges that the TRA Parties are not acting in concert or as a group, and
the Corporate Taxpayer will not assert any such claim, with respect to such obligations or the transactions contemplated hereby.


 


[The remainder of this
page is intentionally blank]


 




    	21



    	 



    

 


IN WITNESS WHEREOF, the Corporate Taxpayer
and each TRA Party have duly executed this Agreement as of the date first written above.


 


	 	MEDLEY MANAGEMENT INC.
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:
	 	 	 
	 	TRA PARTIES
	 	 	 
	 	 
	 	Name:
	 	 	 
	 	 
	 	Name:
	 	 	 
	 	 
	 	Name:
	 	 	 
	 	 
	 	Name:
	 	 	 
	 	 
	 	Name:


 





[Signature Page – Tax
Receivable Agreement]