Exhibit 10.4


 


 





 


REGISTRATION RIGHTS AGREEMENT


 


OF


 


MEDLEY MANAGEMENT INC.


 


Dated as of __________, 2014


 


 





 




    	 



    	 



    

  


Table of Contents


 





		 	Page
	 	 	 
	ARTICLE I
	DEFINITIONS AND OTHER MATTERS
	 	 	 
	Section 1.1	Definitions	1
	Section 1.2	Definitions Generally	4
	 	 	 
	ARTICLE II
	REGISTRATION RIGHTS
	 	 	 
	Section 2.1	Exchange Registration	4
	Section 2.2	Demand Registration	5
	Section 2.3	Piggyback Registration	6
	Section 2.4	Lock-Up Agreements	8
	Section 2.5	Registration Procedures	9
	Section 2.6	Indemnification by the Company	12
	Section 2.7	Indemnification by Registering Covered Persons	13
	Section 2.8	Conduct of Indemnification Proceedings	13
	Section 2.9	Contribution	14
	Section 2.10	Participation in Public Offering	15
	Section 2.11	Other Indemnification	15
	Section 2.12	Parties in Interest	15
	Section 2.13	Acknowledgement Regarding the Company	15
	Section 2.14	Cooperation by the Company	15
	 	 	 
	ARTICLE III
	MISCELLANEOUS
	 	 	 
	Section 3.1	Term of the Agreement; Termination of Certain Provisions	15
	Section 3.2	Assignment; Successors	16
	Section 3.3	Governing Law	16
	Section 3.4	Severability	16
	Section 3.5	Entire Agreement	16
	Section 3.6	Successors and Assigns; Certain Transferees Bound Hereby	16
	Section 3.7	Counterparts	17
	Section 3.8	Submission to Jurisdiction; Waiver of Jury Trial	17
	Section 3.9	Notices	18
	Section 3.10	Specific Performance	19
	Section 3.11	Descriptive Headings	19
	 	 	 
	Appendix A      	Covered Person Questionnaire	 







 



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REGISTRATION RIGHTS AGREEMENT


 


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 __________, 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.


 


WHEREAS, the Covered Persons are holders of
LLC Units (defined below), which, subject to certain restrictions and requirements, are exchangeable at the option of the holder
thereof for shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”);
and


 


WHEREAS, the Company desires to provide the
Covered Persons with registration rights with respect to Class A Common Stock underlying their LLC Units and certain other shares
of Class A Common Stock they may otherwise hold from time to time.


 


NOW, THEREFORE, in consideration of the premises
and of the mutual agreements, covenants and provisions herein contained, the parties hereto agree as follows:


 


ARTICLE
I

DEFINITIONS AND OTHER MATTERS


 


Section 1.1           Definitions.
Capitalized terms used in this Agreement without other definition shall, unless expressly stated otherwise, have the meanings specified
in this Section 1.1:


 


“Beneficial Owner” has
the meaning set forth in Rule 13d-3 under the Exchange Act.


 


“Board” means the Board
of Directors of the Company.


 


“Class A Common Stock”
has the meaning ascribed to such term in the Recitals.


 


“Company” has the meaning
ascribed to such term in the preamble.


 


“Covered LLC Units” means,
with respect to a Covered Person, such Covered Person’s LLC Units.


 


“Covered Person” means
those persons, other than the Company, who shall from time to time be parties to this Agreement in accordance with the terms hereof
(including Permitted Transferees).


 


“Custody Agreement and Power of
Attorney” has the meaning ascribed to such term in Section 2.3(d).


 


“Demand Notice” has the
meaning ascribed to such term in Section 2.2(a).


 




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“Demand Registration”
has the meaning ascribed to such term in Section 2.2(a).


 


“Exchange Act” means
the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange Agreement”
means the Exchange Agreement, dated as of or about the date hereof among the Company, Medley LLC and holders of LLC Units from
time to time party thereto, as amended from time to time.


 


“Exchange Registration”
has the meaning ascribed to such term in Section 2.1(a).


 


“FINRA” means the Financial
Industry Regulatory Authority, Inc.


 


“Governmental Authority”
means any national, local or foreign (including U.S. federal, state or local) or supranational (including European Union) governmental,
judicial, administrative or regulatory (including self-regulatory) agency, commission, department, board, bureau, entity or authority
of competent jurisdiction.


 


“LLC Unit” has the meaning
given to such term in the Exchange Agreement.


 


“Lock-Up Period” has
the meaning ascribed to such term in Section 2.4.


 


“Maximum Offering Size”
has the meaning ascribed to such term in Section 2.2(c).


 


“Medley Group” has the
meaning ascribed to such term in the preamble.


 


“Medley LLC” means Medley
LLC, a Delaware limited liability company.


 


“Medley LLC Agreement”
means the Second Amended and Restated Limited Liability Company Agreement of Medley LLC dated as of or about the date hereof, as
it may be amended, supplemented or restated from time to time.


 


“Indemnified Parties”
has the meaning ascribed to such term in Section 2.6.


 


“IPO” has the meaning
ascribed to such term in Section 2.4.


 


“Other Registration Rights”
means any securities of the Company proposed to be included in such registration by the holders of registration rights granted
other than pursuant to this Agreement.


 


“Permitted Transferee”
means any transferee of a LLC Unit after the date hereof the transfer of which was permitted by the Medley LLC Agreement.


 


“Piggyback Registration”
has the meaning ascribed to such term in Section 2.3(a).


 


“Public Offering” means
an underwritten public offering pursuant to an effective registration statement under the Securities Act, other than pursuant to
a registration statement on Form S-4 or Form S-8 or any similar or successor form.


 




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“Registering Covered Person”
has the meaning ascribed to such term in Section 2.5(a).


 


“Registrable Securities”
means shares of Class A Common Stock that may be delivered in exchange for LLC Units and other shares of Class A Common Stock otherwise
held by Covered Persons from time to time. For purposes of this Agreement, Registrable Securities shall cease to be Registrable
Securities when (i) a registration statement covering resales of such Registrable Securities has been declared effective under
the Securities Act by the SEC and such Registrable Securities have been disposed of pursuant to such effective registration statement,
(ii) such Registrable Securities are eligible to be sold by the Covered Person owning such Registrable Securities (including Registrable
Securities deliverable to a Covered Person under an effective Exchange Registration) pursuant to Rule 144(b)(1) under the Securities
Act or, in the case of Registrable Securities that are not “restricted securities” under Rule 144 under the Securities
Act, pursuant to Section 4(1) of the Securities Act (or, in each case, any successor provision then in effect) or (iii) such Registrable
Securities cease to be outstanding (or issuable upon exchange).


 


“Registration Expenses”
means any and all expenses incident to the performance of or compliance with any registration or marketing of securities, including
all (i) SEC and securities exchange registration and filing fees, and all other fees and expenses payable in connection with the
listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance
with any securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue
sky” qualifications of the securities registered), (iii) expenses in connection with the preparation, printing, mailing and
delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements
thereto, (iv) security engraving and printing expenses, (v) internal expenses of the Company and Medley LLC (including, without
limitation, all salaries and expenses of the officers and employees of the Company or Medley LLC performing legal or accounting
duties), (vi) reasonable fees and disbursements of counsel for the Company or Medley LLC and customary fees and expenses for independent
certified public accountants retained by the Company or Medley LLC (including the expenses relating to any comfort letters or costs
associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 2.5(i)),
(vii) reasonable fees and expenses of any special experts retained by the Company or Medley LLC in connection with such registration,
(viii) in connection with a registration pursuant to Sections 2.2 or 2.3, reasonable fees of not more than one counsel for all
of the Covered Persons participating in the offering selected by Medley Group, (ix) fees and expenses in connection with any review
by FINRA of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent
underwriter,” including the fees and expenses of any counsel thereto, (x) fees and disbursements of underwriters customarily
paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale
of Registrable Securities, (xi) costs of printing and producing any agreements among underwriters, underwriting agreements, any
“blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the offering,
sale or delivery of the Registrable Securities, (xii) transfer agents’ and registrars’ fees and expenses and the fees
and expenses of any other agent or trustee appointed in connection with such offering, (xiii) expenses relating to any analyst
or investor presentations or any “road shows” undertaken in connection with the registration, marketing or selling
of the Registrable Securities and (xiv) all out-of-pocket costs and expenses incurred by the Company, Medley LLC or their appropriate
officers in connection with their compliance with Section 2.5(m).


 




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“SEC” means the Securities
and Exchange Commission.


 


“Securities Act” means
the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Suspension Period” has
the meaning ascribed to such term in Section 2.5(k).


 


Section 1.2           Definitions
Generally. Wherever required by the context of this Agreement, the singular shall include the plural and vice versa, and the
masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument
shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time to time. When
used herein: 


(a)          the
word “or” is not exclusive;


 


(b)          the
words “including,” “includes,” “included” and “include” are deemed to be followed
by the words “without limitation”;


 


(c)          the
terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement
as a whole and not to any particular section, paragraph or subdivision;


 


(d)          the
word “person” means any individual, corporation, limited liability company, trust, joint venture, association, company,
partnership or other legal entity or a government or any department or agency thereof or self-regulatory organization; and


 


(e)          all
section, paragraph or clause references not attributed to a particular document shall be references to such parts of this Agreement,
and all exhibit, annex and schedule references not attributed to a particular document shall be references to such exhibits, annexes
and schedules to this Agreement.

 


ARTICLE
II

REGISTRATION RIGHTS


 


Section 2.1           Exchange
Registration.


 


(a)          The
Company shall use its commercially reasonable efforts to file with the SEC prior to the time that LLC Units held by Covered Persons
become available for exchange for Class A Common Stock pursuant to the terms of the Exchange Agreement and cause to be declared
effective under the Securities Act by the SEC promptly thereafter, one or more registration statements (the “Exchange
Registration”) covering (i) the delivery by the Company from time to time to the Covered Persons of all shares of Class
A Common Stock deliverable to the Covered Persons in exchange for LLC Units pursuant to the Exchange Agreement or (ii) if the Company
determines that the registration provided for in clause (i) is not available for any reason, the registration of resale of such
shares of Class A Common Stock by the Covered Persons.


 




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(b)          The
Company shall be liable for and pay all Registration Expenses in connection with any Exchange Registration, regardless of whether
such registration is effected.


 


(c)          Upon
notice to each Covered Person, the Company may postpone effecting a registration pursuant to this Section 2.1 for a reasonable
time specified in the notice but not exceeding 120 days, if (i) the Board shall determine in good faith that effecting the registration
would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced
or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in
such notice the Board believes in good faith would not be in the best interests of the Company.


 


Section 2.2           Demand
Registration.


 


(a)          If
at any time the Company shall receive a written request (a “Demand Notice”) from Medley Group that the Company
effect the registration under the Securities Act of all or any portion of the Registrable Securities specified in the Demand Notice
(a “Demand Registration”), specifying the information set forth under Section 2.5(j), then the Company shall
use its commercially reasonable efforts to effect, as expeditiously as reasonably practicable, subject to paragraphs (c) and (d)
of this Section 2.2, the registration under the Securities Act of the Registrable Securities for which Medley Group has requested
registration under this Section 2.2, all to the extent necessary to permit the disposition (in accordance with the intended methods
thereof as aforesaid) of the Registrable Securities so to be registered.


 


(b)          At
any time prior to the effective date of the registration statement relating to such registration, Medley Group may revoke such
Demand Registration request by providing a notice to the Company revoking such request.  The Company shall be liable for and
pay all Registration Expenses in connection with any Demand Registration.


 


(c)          If
the sole or managing underwriter of a Demand Registration advises the Company that in its opinion the number of Registrable Securities
and other securities requested to be included exceeds the largest number of Registrable Securities and other securities which can
be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid
in such offering or the marketability thereof (the “Maximum Offering Size”), the Company shall include in such
registration, in the priority listed below, up to the Maximum Offering Size:


 


(i)          first,
all Registrable Securities requested to be registered in the Demand Registration by Medley Group (allocated, if necessary for the
offering not to exceed the Maximum Offering Size, in such proportions as shall be determined by Medley Group);


 




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(ii)         second,
any securities proposed to be registered by the Company for its own account and any securities entitled to Other Registration Rights
requested to be registered by the holders thereof, ratably among the Company and the holders of such Other Registration Rights,
based (A) as between the Company and the holders of such Other Registration Rights, on the respective amounts of securities requested
to be registered, and (B) as among the holders of such Other Registration Rights, on the respective amounts of securities subject
to such Other Registration Rights held by each such holder.


 


(d)          Upon
notice to Medley Group, the Company may postpone effecting a registration pursuant to this Section 2.2 for a reasonable time specified
in the notice but not exceeding 120 days in the aggregate (which period may not be extended or renewed), if (i) the Board shall
determine in good faith that effecting the registration would materially and adversely affect an offering of securities of the
Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information
the disclosure of which during the period specified in such notice the Board believes in good faith would not be in the best interests
of the Company.


 


Section 2.3           Piggyback
Registration.


 


(a)          Subject
to any contractual obligations to the contrary, if the Company proposes at any time to register any of the equity securities issued
by it under the Securities Act (other than an Exchange Registration or a registration on Form S-8 or Form S-4, or any successor
forms, relating to Class A Common Stock issuable in connection with any employee benefit or similar plan of the Company or in connection
with a direct or indirect acquisition by the Company of another person or as a recapitalization or reclassification of securities
of the Company), whether or not for sale for its own account, the Company shall each such time give prompt notice at least 15 business
days prior to the anticipated filing date of the registration statement relating to such registration to Medley Group, which notice
shall offer Medley Group the opportunity to elect to include in such registration statement the number of Registrable Securities
of the same class or series as those proposed to be registered held by Covered Persons as Medley Group may request (a “Piggyback
Registration”), subject to the provisions of Section 2.3(b). If Medley Group elects to effect a Piggyback Registration,
the Company shall give notice of the registration statement relating to such registration to those Covered Persons who Medley Group
determines to afford participation in the Piggyback Registration. Upon the request of Medley Group, the Company shall use its commercially
reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been
so requested to register by Medley Group, to the extent necessary to permit the disposition of the Registrable Securities to be
so registered, provided that (i) if such registration involves an underwritten Public Offering, all such Covered Persons to be
included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company
on the same terms and conditions as apply to the Company or any other selling person, as applicable, and (ii) if, at any time after
giving notice of its intention to register any securities pursuant to this Section 2.3(a) and prior to the effective date of the
registration statement filed in connection with such registration, the Company shall determine for any reason not to register or
to delay registration of such securities, the Company shall give notice of such determination to each holder of such Registrable
Securities and, thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration,
or shall be permitted to delay registration of such securities, as the case may be. No registration effected under this Section
2.3 shall relieve the Company of its obligations to effect an Exchange Registration or Demand Registration to the extent required
by Section 2.1 or Section 2.2, respectively. The Company shall pay all Registration Expenses in connection with each Piggyback
Registration


 




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(b)          Subject
to Section 2.2(c) and any other contractual obligations to the contrary, if a Piggyback Registration involves an underwritten Public
Offering and the managing or sole underwriter advises the Company that, in its view, the number of Registrable Securities that
the Company and such Covered Persons intend to include in such registration exceeds the Maximum Offering Size, the Company shall
include in such registration, in the following priority, up to the Maximum Offering Size:


 


(i)          first,
(A) any securities proposed to be registered by the Company for its own account (in the case of Piggyback Registrations in respect
of such transactions) or (B) any securities proposed to be registered pursuant to any demand registration rights of the holders
of Other Registration Rights (in the case of Piggyback Registrations in respect of such transactions);


 


(ii)         second,
any securities to be registered by the Company for its own account (in the case of Piggyback Registrations in respect of transactions
described in 2.3(b)(i)(B)), and any Registrable Securities and Company securities entitled to Other Registration Rights that are
pari passu with Registrable Securities, in each case, requested to be registered by the holders thereof, ratably among the
Company (if applicable), the holders of Registrable Securities and securities subject to such Other Registration Rights based (A)
as between the Company and such holders requesting registration (if applicable), on the respective amounts of securities requested
to be registered, and (B) as among the holders requesting registration, on the respective amounts of Registrable Securities and
securities subject to such Other Registration Rights, as the case may be, held by each such holder; and


 


(iii)        third,
any securities proposed to be registered for the account of any other persons with such priorities among them as the Company shall
determine.


 


(c)          Notwithstanding
any provision in this Section 2.3 or elsewhere in this Agreement, no provision relating to the registration of Registrable Securities
shall be construed as permitting any Covered Person to effect a transfer of securities that is otherwise prohibited by the terms
of any agreement between such Covered Person and the Company or any of its subsidiaries. Unless the Company shall otherwise consent,
the Company shall not be obligated to provide notice or afford Piggyback Registration to Medley Group or any Covered Person pursuant
to this Section 2.3 unless some or all of such person’s Registrable Securities are permitted to be transferred under the
terms of applicable agreements between such person and the Company or any of its subsidiaries.


 




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(d)          Upon
delivering a request under this Section 2.3, a Covered Person will, if requested by the Company, execute and deliver a custody
agreement and power of attorney in form and substance reasonably satisfactory to the Company with respect to such Covered Person’s
Securities to be registered pursuant to this Section 2.3 (a “Custody Agreement and Power of Attorney”). The
Custody Agreement and Power of Attorney will provide, among other things, that the Covered Person will deliver to and deposit in
custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such Securities (duly
endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably
appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney
on such Covered Person’s behalf with respect to the matters specified therein. Such Covered Person also agrees to execute
such other agreements as the Company may reasonably request to further evidence the provisions of this Section 2.3.


 


(e)          Notwithstanding
anything to the contrary herein, after the time the Company has caused to become effective an Exchange Registration, covering all
securities to be registered pursuant to Section 2.1 hereof, and at any time that such Exchange Registration remains effective and
available for use, any Covered Person who is not an “affiliate” of the Company for purposes of Rule 144 shall not have
the right to participate in such Piggyback Registration pursuant to this Section 2.3, except to the extent the securities to be
registered and offered pursuant to such Piggyback Registration will be an underwritten offering.


 


Section 2.4           Lock-Up
Agreements. The Company and each Covered Person agree that in connection with the Company’s initial public offering of
Class A Common Stock (the “IPO”) and any Public Offering of Registrable Securities, the Company will not and each Covered
Person, without the written consent of Medley Group, will not (x) offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer
or dispose of, directly or indirectly, any of the securities being registered or any securities convertible or exchangeable or
exercisable for such securities or (y) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of the securities being registered or any securities convertible or exchangeable
or exercisable for such securities (except, in each case, as part of the IPO or such Public Offering of Registrable Securities,
as the case may be), during the period (the “Lock-Up Period”) beginning 14 days prior to the effective date
of the applicable registration statement until the earlier of (i) such time as Medley Group and the lead managing underwriter shall
agree and (ii) 180 days following the pricing of the IPO or such Public Offering of Registrable Securities, as the case may be.
If (i) the Company issues an earnings release or discloses other material information or a material event relating to the Company
occurs during the last 17 days of the Lock-Up Period or (ii) prior to the expiration of the Lock-Up Period, the Company announces
that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent
necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4),
the Lock-Up Period will be extended until 18 days after the earnings release or disclosure of other material information or the
occurrence of the material event, as the case may be.


 




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Section 2.5           Registration
Procedures. In connection with any request by Medley Group that Registrable Securities be registered pursuant to Sections 2.2
or 2.3, subject to the provisions of such Sections, the paragraphs below shall be applicable, and in connection with any Exchange
Registration pursuant to Section 2.1, paragraphs (a), (c), (d), (e), (f), (k), (l) and (n) below shall be applicable:


 


(a)          The
Company shall as expeditiously as reasonably practicable prepare and file with the SEC a registration statement on any form for
which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the
registration of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof,
and use its commercially reasonable efforts to cause such filed registration statement to become and remain effective for a period
of not less than 40 days, or in the case of an Exchange Registration until all of the Registrable Securities of the Covered Persons
included in any such registration statement (each, a “Registering Covered Person”) shall have actually been
exchanged thereunder.


 


(b)          Prior
to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish
to each Registering Covered Person and each underwriter, if any, of the Registrable Securities covered by such registration statement
copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to such Registering Covered
Person and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in
each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration
statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule
430A under the Securities Act and such other documents as such Registering Covered Person or underwriter may reasonably request
in order to facilitate the disposition of the Registrable Securities owned by such Registering Covered Person. The Registering
Covered Person shall have the right to request that the Company modify any information contained in such registration statement,
amendment and supplement thereto pertaining to such Registering Covered Person and the Company shall use its commercially reasonable
efforts to comply with such request, provided, however, that the Company shall not have any obligation to so modify any information
if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.


 




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(c)          After
the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required
prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the
provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement
during the applicable period in accordance with the intended methods of disposition by the Registering Covered Person thereof set
forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Registering Covered Person
holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC suspending
the effectiveness of such registration statement or any state securities commission and take all commercially reasonable efforts
to prevent the entry of such stop order or to obtain the withdrawal of such order if entered.


 


(d)          To
the extent any “free writing prospectus” (as defined in Rule 405 under the Securities Act) is used, the Company shall
file with the SEC any free writing prospectus that is required to be filed by the Company with the SEC in accordance with the Securities
Act and retain any free writing prospectus not required to be filed.


 


(e)          The
Company shall use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by such registration
statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Registering
Covered Person holding such Registrable Securities or each underwriter, if any, reasonably (in light of such member’s intended
plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts
and things that may be reasonably necessary or advisable to enable such Registering Covered Person to consummate the disposition
of the Registrable Securities owned by such person, provided that the Company shall not be required to (A) qualify generally to
do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.5(e), (B) subject itself
to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.


 


(f)          The
Company shall immediately notify each Registering Covered Person holding such Registrable Securities covered by such registration
statement or each underwriter, if any, at any time when a prospectus relating thereto is required to be delivered under the Securities
Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading
and promptly prepare and make available to each such Registering Covered Person or underwriter, if any, and file with the SEC any
such supplement or amendment.


 


(g)          Medley
Group shall select an underwriter or underwriters in connection with any Public Offering. In connection with any Public Offering,
the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take such all other
actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such
Public Offering, including if necessary the engagement of a “qualified independent underwriter” in connection with
the qualification of the underwriting arrangements with FINRA.


 




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(h)          Subject
to the execution of confidentiality agreements satisfactory in form and substance to the Company in the exercise of its good faith
judgment, pursuant to the reasonable request of Medley Group or underwriter (if any), the Company will give to each Registering
Covered Person, each underwriter (if any) and their respective counsel and accountants (i) reasonable and customary access to its
books and records and (ii) such opportunities to discuss the business of the Company with its directors, officers, employees, counsel
and the independent public accountants who have certified its financial statements, as shall be appropriate, in the reasonable
judgment of counsel to such Registering Covered Person or underwriter, to enable them to exercise their due diligence responsibility.


 


(i)          The
Company shall use its commercially reasonable efforts to furnish to each Registering Covered Person and to each such underwriter,
if any, a signed counterpart, addressed to such person or underwriter, of (i) an opinion or opinions of counsel to the Company
and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and
covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as Medley Group or underwriter
reasonably requests.


 


(j)          Each
Registering Covered Person registering securities under Sections 2.2 or 2.3 shall promptly furnish in writing to the Company the
information set forth in Appendix B and such other information regarding itself, the distribution of the Registrable Securities
as the Company may from time to time reasonably request and such other information as may be legally required or advisable in connection
with such registration.


 


(k)          Each
Registering Covered Person and each underwriter, if any, agrees that, upon receipt of any notice from the Company of the happening
of any event of the kind described in Section 2.5(f), such Registering Covered Person or underwriter shall forthwith discontinue
disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Registering
Covered Person’s or underwriter’s receipt of the copies of the supplemented or amended prospectus contemplated by Section
2.5(f), provided, however, that, upon written notice to each Registering Covered Person and each underwriter, if
any, and for a reasonable time specified in the notice but not exceeding 60 days thereafter or 90 days in any 365 day period (the
“Suspension Period”), the Company may suspend the use or effectiveness of any registration statement if the
Company’s Board determines, in its sole discretion, that the Company is in possession of material non-public information
the disclosure of which during the period specified in such notice the Company believes in good faith would not be in the best
interests of the Company; and, if so directed by the Company, such Registering Covered Person or underwriter shall deliver to the
Company all copies, other than any permanent file copies then in such Registering Covered Person’s possession, of the most
recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice,
the Company shall extend the period during which such registration statement shall be maintained effective (including the period
referred to in Section 2.5(a)) by the number of days during the period from and including the date of the giving of notice pursuant
to Section 2.5(f) to the date when the Company shall make available to such Registering Covered Person a prospectus supplemented
or amended to conform with the requirements of Section 2.5(f).


 




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(l)          The
Company shall use its commercially reasonable efforts to list all Registrable Securities covered by such registration statement
on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded.


 


(m)          The
Company shall cause appropriate officers of the Company or Medley LLC to (i) prepare and make presentations at any “road
shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable
Securities and (iii) otherwise use their commercially reasonable efforts to cooperate as reasonably requested by the underwriters
in the offering, marketing or selling of the Registrable Securities.


 


(n)          The
Company shall cooperate with the Registering Covered Persons to facilitate the timely delivery of Registrable Securities to be
sold, which shall not bear any restrictive legends, and to enable such Registrable Securities to be issued in such denominations
and registered in such names as such Registering Covered Persons may reasonably request at least two business days prior to the
closing of any sale of Registrable Securities.


 


Section 2.6           Indemnification
by the Company. In the event of any registration of any Registrable Securities of the Company under the Securities Act pursuant
to this Article II, the Company will, and it hereby does, indemnify and hold harmless, to the extent permitted by law, a Registering
Covered Person, each affiliate of such Registering Covered Person and their respective directors and officers or general and limited
partners or members and managing members (including any director, officer, affiliate, employee, agent and controlling person of
any of the foregoing) and each other person, if any, who controls such seller within the meaning of the Securities Act (collectively,
the “Indemnified Parties”), from and against any and all losses, claims, damages and liabilities (including,
without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted,
as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged
untrue statement of a material fact contained in any registration statement or amendment or supplement thereto under which such
Registrable Securities were registered or any omission or alleged omission to state therein a material fact required to be stated
therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement
of a material fact contained in any prospectus, any free writing prospectus or any “issuer information” filed or required
to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement
thereto, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, that the Company shall not be liable
to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement, prospectus, any free writing prospectus or any “issuer information” filed
or required to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment
or supplement thereto, in reliance upon and in conformity with written information regarding a Registering Covered Person furnished
to the Company by such Registering Covered Person or other Indemnified Party with respect to such seller or any underwriter specifically
for use in the preparation thereof.


 




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Section 2.7           Indemnification
by Registering Covered Persons. Each Registering Covered Person hereby severally and not jointly indemnifies and holds harmless,
and the Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance
with this Article II, that the Company shall have received an undertaking reasonably satisfactory to it from any underwriter to
indemnify and hold harmless, the Company and all other prospective sellers of Registrable Securities, each officer of the Company
who signed the registration statement and each person, if any, who controls the Company and all other prospective sellers of Registrable
Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity
set forth in Section 2.6 above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based
upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written
information furnished to the Company with respect to such seller or any underwriter specifically for use in the preparation of
such registration statement, prospectus, any free writing prospectus or any “issuer information” filed or required
to be filed pursuant to Rule 433(d) under the Securities Act in respect of the Registrable Securities, or amendment or supplement
thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company,
any of the Registering Covered Persons or any underwriter, or any of their respective affiliates, directors, officers or controlling
persons and shall survive the transfer of such securities by such person. In no event shall any such indemnification liability
of any Registering Covered Person be greater in amount than the dollar amount of the proceeds received by such Registering Covered
Person upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 


Section 2.8           Conduct
of Indemnification Proceedings. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement
of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article II, such Indemnified
Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the
commencement of such action; provided, that the failure of the Indemnified Party to give notice as provided herein shall not relieve
the indemnifying party of its obligations under this Article II, except to the extent that the indemnifying party is materially
prejudiced by such failure to give notice.


 




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In case any such action is brought against
an Indemnified Party, unless in such Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified
Party and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and
to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party
of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal
or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation.
It is understood and agreed that the indemnifying person shall not, in connection with any proceeding or related proceeding in
the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for
all Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x)
for any Covered Person, its affiliates, directors and officers and any control persons of such Indemnified Party shall be designated
in writing by Medley Group, (y) in all other cases shall be designated in writing by the Board. The indemnifying person shall not
be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there
be a final judgment for the plaintiff, the indemnifying person agrees to indemnify each Indemnified Party from and against any
loss or liability by reason of such settlement or judgment. No indemnifying person shall, without the written consent of the Indemnified
Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have
been a party and indemnification could have been sought hereunder by such Indemnified Party, unless such settlement (A) includes
an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from
all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission
of fault, culpability or a failure to act by or on behalf of any Indemnified Party.


 


Section 2.9           Contribution.
If the indemnification provided for in this Article II from the indemnifying party is unavailable to an Indemnified Party hereunder
in respect of any losses, claims, damages, liabilities or expenses referred to herein, then the indemnifying party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such
losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and Indemnified Parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses,
as well as any other relevant equitable considerations. The relative fault of such indemnifying party and Indemnified Parties shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied
by, such indemnifying party or Indemnified Parties, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such action. The amount paid or payable by a party under this Section 2.9 as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses
reasonably incurred by such party in connection with any investigation or proceeding.


 


The parties hereto agree that it would not
be just and equitable if contribution pursuant to this Section 2.9 were determined by pro rata allocation or by any other method
of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation.


 




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Section 2.10         Participation
in Public Offering. No Covered Person may participate in any Public Offering hereunder unless such Covered Person (a) agrees
to sell such Covered Person’s securities on the basis provided in any underwriting arrangements approved by the Covered Persons
entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions
of this Agreement in respect of registration rights.


 


Section 2.11         Other
Indemnification. Indemnification similar to that specified herein (with appropriate modifications) shall be given by
the Company and the Registering Covered Person participating therein with respect to any required registration or other qualification
of securities under any federal or state law or regulation or Governmental Authority other than the Securities Act.


 


Section 2.12         Parties
in Interest. Each Covered Person shall be entitled to receive the benefits of this Agreement and shall be bound by the terms
and provisions of this Agreement by reason of such Covered Person’s election to participate in a registration under this
Article II. To the extent LLC Units are effectively transferred in accordance with the terms of the Medley LLC Agreement, the
Permitted Transferee of such LLC Units shall be entitled to receive the benefits of this Agreement and shall be bound by the terms
and provisions of this Agreement upon becoming bound hereby pursuant to Section 3.1(c).


 


Section 2.13         Acknowledgement
Regarding the Company. Other than those determinations reserved expressly to Medley Group, all determinations necessary or
advisable under this Article II shall be made by the Board, the determinations of which shall be final and binding.


 


Section 2.14         Cooperation
by the Company. If the Covered Person shall transfer any Registrable Securities pursuant to Rule 144 under the Securities Act,
the Company shall use its commercially reasonable efforts to cooperate with the Covered Person and shall provide to the Covered
Person such information as may be required to be provided under Rule 144 under the Securities Act.


 


ARTICLE
III


 


MISCELLANEOUS


 


Section 3.1           Term
of the Agreement; Termination of Certain Provisions.


 


(a)          The
term of this Agreement shall continue until the first to occur of (i) such time as no Covered Person holds any Covered LLC Units
or Registrable Securities and (ii) such time as the Agreement is terminated by the Company and Medley Group. This Agreement may
be amended only with the consent of the Company and Medley Group; provided that no amendment may materially and adversely affect
the rights of a Covered Person, as such, other than on a pro rata basis with other Covered Persons without the consent of such
Covered Person (or, if there is more than one such Covered Person that is so affected, without the consent of a majority of such
affected Covered Persons in accordance with their holdings of Covered LLC Units and Registrable Securities).


 




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(b)          Unless
this Agreement is theretofore terminated pursuant to Section 3.1(a) hereof, a Covered Person shall be bound by the provisions of
this Agreement with respect to any Covered LLC Units or Registrable Securities until such time as such Covered Person ceases to
hold any Covered LLC Units or Registrable Securities. Thereafter, such Covered Person shall no longer be bound by the provisions
of this Agreement other than Sections 2.7, 2.8, 2.9 and 2.11 and this Article III.


 


(c)          Any
Permitted Transferee of a Covered Person shall be entitled to become part to this agreement as a Covered Person; provided, that,
such Permitted Transferee shall first sign an agreement in the form approved by the Company acknowledging that such Permitted Transferee
is bound by the terms and provisions of the Agreement.


 


Section 3.2           Assignment;
Successors. This Agreement shall be binding upon and inure to the benefit of the respective legatees, legal representatives,
successors and assigns of the Covered Persons; provided, however, that a Covered Person may not assign this Agreement or any of
his rights or obligations hereunder, and any purported assignment in breach hereof by a Covered Person shall be void except in
connection with any transfer to a Permitted Transferee in accordance with this Agreement; and provided further that no assignment
of this Agreement by the Company or to a successor of the Company (by operation of law or otherwise) shall be valid unless such
assignment is made to a person which succeeds to the business of such person substantially as an entirety.


 


Section 3.3           Governing
Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware.


 


Section 3.4           Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other
jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.


 


Section 3.5           Entire
Agreement. Except as otherwise expressly set forth herein, this document embodies the complete agreement and understanding
among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements
or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.


 


Section 3.6           Successors
and Assigns; Certain Transferees Bound Hereby. Except as otherwise provided herein, this Agreement shall bind and inure to
the benefit of and be enforceable by each of the Company and Medley LLC and their successors and assigns, and by the Covered Persons
and their respective successors and assigns so long as they hold shares of Class A Common Stock or LLC Units. Notwithstanding the
foregoing, the indemnification and contribution provisions of this Agreement shall bind and inure to the benefit of and be enforceable
by any person who continues to be a Covered Person but ceases to hold any shares of Class A Common Stock or LLC Units.


 




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Section 3.7           Counterparts.
This Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall
constitute one and the same agreement.


 


Section 3.8           Submission
to Jurisdiction; Waiver of Jury Trial.


 


(a)          Any
and all disputes which 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) 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 thirty (30) days of the receipt of the request for
arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer 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 parties hereto 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), each party hereto (i) expressly consents to
the application of paragraph (c) of this Section 3.8 to any such action or proceeding and (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.


 


(c)          (i)          EACH
PARTY HERETO 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 3.8, 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 fora designated by this paragraph (c) have a reasonable relation to this Agreement,
and to the parties’ relationship with one another.


 


(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 3.8 and such parties agree not to plead or claim the same.


 




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Section 3.9           Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax, by electronic mail (delivery receipt
requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following
addresses (or at such other address for a party as shall be as specified in a notice given in accordance with this Section 3.9):


 


(a)          If
to the Company at:


 


Medley Management Inc.


600 Montgomery St., 35th Floor


San Francisco, California 94111


Attention: General Counsel


Fax: (415) 358-5514

Email:john.fredericks@medleycapital.com


 


with a copy to:


 


Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

Attention: Joshua Ford Bonnie, Esq.

Fax: (212) 455-2502

Email: jbonnie@stblaw.com


 


(b)          If
to Medley LLC at:


 


Medley LLC


c/o Medley Management Inc.


600 Montgomery St., 35th Floor


San Francisco, California 94111


Attention: General Counsel


Fax: (415) 358-5514

Email:john.fredericks@medleycapital.com


 


with a copy to:


 


Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

Attention: Joshua Ford Bonnie, Esq.

Fax: (212) 455-2502

Email: jbonnie@stblaw.com


 


(c)          If
to any Covered Person, to the address and other contact information set forth in the records of Medley LLC from time to time.


 




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Section 3.10         Specific
Performance. Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach
of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond,
and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific
performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may be then
available.


 


Section 3.11         
Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a part of this Agreement.


 


[Remainder of Page Intentionally
Left Blank]


 




    	19



    	 



    

  


IN WITNESS WHEREOF, the parties hereto have
duly executed or caused to be duly executed this Agreement as of the dates indicated.


 


	 	MEDLEY MANAGEMENT INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	MEDLEY GROUP LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	COVERED PERSONS
	 	 
	 	 
	 	Name:
	 	 
	 	 
	 	Name:
	 	 
	 	 
	 	Name:
	 	 
	 	 
	 	Name:
	 	 
	 	 
	 	Name:


 


[Signature Page
– Registration Rights Agreement]


 




    	 



    	 



    

  


Appendix A


 


MEDLEY MANAGEMENT INC.


 


Covered
Person Questionnaire


 


The undersigned Covered Person understands
that the Company has filed or intends to file with the SEC a registration statement for the registration of the shares of Class
A Common Stock (as such may be amended, the “Registration Statement”), in accordance with Sections 2.2 or 2.3
of the Registration Rights Agreement, dated as of ____________ (the “Registration Rights Agreement”), among
the Company and the Covered Persons referred to therein. A copy of the Agreement is available from the Company upon request at
the address set forth below. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto
in the Registration Rights Agreement.


 


NOTICE


 


The undersigned Covered Person hereby gives
notice to the Company of its intention to register Registrable Securities beneficially owned by it and listed below in Item 3 (unless
otherwise specified under Item 3) pursuant to the Registration Statement. The undersigned, by signing and returning this Questionnaire,
understands that it will be bound by the terms and conditions of this Questionnaire and the Registration Rights Agreement.


 


Pursuant to the Registration Rights Agreement,
the undersigned has agreed to indemnify and hold harmless the Company and all other prospective sellers of Registrable Securities,
each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company and all other
prospective sellers of Registrable Securities within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, from and against any and all losses, claims, damages and liabilities arising in connection with statements made or omissions
concerning the undersigned in the Registration Statement, prospectus, any free writing prospectus or any “issuer information”
in reliance upon the information provided in this Questionnaire.


 


The undersigned Covered Person hereby provides
the following information to the Company and represents and warrants that such information is accurate and complete:


 


QUESTIONNAIRE


 


	1.	Name.	 
	 	 	 
	 	(a)	Full Legal Name of Covered Person:
	 	 	 
	 	 	 
	 	 	 
	 	(b)	Full Legal Name of Covered Person (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:
	 	 	 
	 	 	 


 




    	 



    	 



    

  


	 	(c)	Full Legal name of DTC Participant (if applicable and if not the same as (b) above) through which Registrable Securities listed in Item 3 below are held:
	 	 	 
	 	 	 
	 	 	 
	 	(d)	Full Legal Name of natural control person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the Registrable Securities listed in Item 3 below):
	 	 	 
	 	 	 


 


	2.	Address for Notices to Covered Person:
	 	 
	 	 
	 	 
	 	 


 


	 	Telephone:	 





	 	Fax:	 





	 	Email:	 





	 	Contact Person:	 


 


	3.	Beneficial Ownership of Registrable Securities:


 


	 	 	Number of Registrable Securities beneficially owned:
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


	4.	Broker-Dealer Status:


 


	 	(a)	Are you a broker-dealer?


 


Yes  ̈          No
 ̈


 


	 	Note:	
        If yes, the SEC’s staff has indicated that you should
        be identified as an underwriter in the Registration Statement.

         



 


	 	(b)	Are you an affiliate of a broker-dealer?


 


Yes  ̈          No
 ̈


 


	 	 	If yes, please identify the broker-dealer with whom the Covered Person is affiliated and the nature of the affiliation:______________________________
	 	 	 
	 	 	 	 


 




    	 



    	 



    

 


 


	 	(c)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?


 


Yes  ̈          No
 ̈


 


	 	Note:	If no, the SEC’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
	 	 	 
	 	(d)	If you are (1) a broker-dealer or (2) an affiliate of a broker-dealer and answered “no” to Question 4(c), do you consent to being named as an underwriter in the Registration Statement?


 


Yes  ̈          No
 ̈


 


5.          Beneficial
Ownership of Other Securities of the Company Owned by the Covered Person.


 


	 	Except as set forth below in this Item 5, the undersigned Covered Person is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.
	 	 
	 	Type and Amount of Other Securities beneficially owned by the Covered Person:


 


	 	 	 
	 	 	 
	 	
         

        
	 


 


	6.	Relationships with the Company:


 


	 	Except as set forth below, neither the undersigned Covered Person nor any of its affiliates, officers, directors or principal equity holders (owners of 5% or more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.
	 	 
	 	State any exceptions here:
	 	 
	 	 
	 	 


 




    	 



    	 



    

 


 


7.          Intended
Method of Disposition of Registrable Securities (Only Applicable to a Demand Registration Effected Pursuant to Section 2.2 of the
Registration Rights Agreement):


 


	 	Intended Method or Methods of Disposition of Registrable Securities beneficially owned:
	 	 
	 	 
	 	 
	 	 


 




    	 



    	 



    

  


The undersigned agrees to promptly notify
the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and
at any time while the Registration Statement remains in effect.


 


By signing below, the undersigned consents
to the disclosure of the information contained herein in its answers to Items 1 through 7 and the inclusion of such information
in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon
by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.


 


IN WITNESS WHEREOF the undersigned, by
authority duly given, has caused this Questionnaire to be executed and delivered either in person or by its duly authorized agent.








 


	Dated:	 	 	Beneficial Owner:	 	 


 


	 	 	 	By:	 	 
	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 













 


PLEASE SEND A COPY OF THE COMPLETED AND
EXECUTED QUESTIONNAIRE BY FAX OR ELECTRONIC MAIL, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


 


	 	Medley Management Inc.
	 	600 Montgomery St., 35th Floor
	 	
        San Francisco, California 94111

        Attention: General Counsel

	 	Fax:  (415) 358-5514
	 	Email: john.fredericks@medleycapital.com