Exhibit 10.1


 


EXECUTION
COPY


 


IN
THE COURT OF CHANCERY OF THE STATE OF DELAWARE


 


	IN
RE MEDLEY CAPITAL

        CORPORATION STOCKHOLDER

        LITIGATION
	)

        

        )

        

        )

        

        )

        )
	CONS.
C.A. No. 2019-0100-KSJM



 


STIPULATION
AND AGREEMENT OF COMPROMISE AND SETTLEMENT


 


This
Stipulation and Agreement of Compromise and Settlement (the “Stipulation”), dated July 29, 2019, which is entered
into by and among (i) FrontFour Capital Group LLC (“FFCG”) and FrontFour Master Fund, Ltd. (“FFMF”) (collectively,
“Plaintiffs”), on their own behalf and on behalf of the Settlement Class (as defined herein); and (ii) Brook Taube,
Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, Arthur S. Ainsberg, Medley Management Inc. (“MDLY”),
Medley Capital Corporation (“MCC”), MCC Advisors LLC, Medley Group LLC, and Medley LLC (collectively, “Stipulating
Defendants”), by and through their undersigned attorneys, states all of the terms of the settlement and resolution of this
matter and is intended by the Parties (as defined herein) to fully and finally release, resolve, compromise, settle and discharge
the Released Plaintiffs’ Claims (as defined herein) against the Released Defendant Parties (as defined herein) and the Released
Defendants’ Claims (as defined herein) against the Released Plaintiff Parties (as defined herein), subject to the approval
of the Court of Chancery of the State of Delaware (the “Court” or “Court of Chancery”).


 


WHEREAS:


 


A. 
On August 9, 2018, Sierra Income Corporation (“SIC”), MCC, and MDLY issued a joint press release concerning definitive
agreements pursuant to which (i) MCC would, on the terms and subject to the conditions set forth in the Agreement and Plan of
Merger, dated as of August 9, 2018, by and between MCC and SIC (the “MCC Merger Agreement”), merge with and into SIC,
with SIC continuing as the surviving company in the merger (the “MCC Merger”), and (ii) MDLY would, on the terms and
subject to the conditions set forth in the Agreement and Plan of Merger, dated as of August 9, 2018, by and between MDLY, SIC,
and Sierra Management, Inc., a wholly owned subsidiary of SIC (“Merger Sub”) (the “MDLY Merger Agreement”),
merge with and into Merger Sub, with Merger Sub continuing as the surviving company in the merger (the “MDLY Merger,”
and together with the MCC Merger, the “Transactions”).


 


B. 
On August 15, 2018, SIC, MCC, and MDLY filed the MCC Merger Agreement and MDLY Merger Agreement with the U.S. Securities and Exchange
Commission (“SEC”) as exhibits to Current Reports on Form 8-K.


 


C. 
On December 21, 2018, SIC, MCC, and MDLY filed with the SEC a joint definitive proxy statement/prospectus in connection with the
Transactions (the “Definitive Proxy Statement”).


 






    


     


    

 


D. 
On January 11, 2019, FFCG commenced an action in the Court of Chancery, captioned FrontFour Capital Group LLC, et al. v. Medley
Capital Corporation, No. 2019-0021-KSJM (Del. Ch.), seeking inspection of certain of MCC’s books and records pursuant
to 8 Del. C. § 220 in connection with the Transactions (the “FrontFour 220 Action”).


 


E. 
On January 16, 2019, Stephen Altman commenced an action in the Court of Chancery, captioned Stephen Altman v. Medley Capital
Corporation, No. 2019-0031-KSJM (Del. Ch.), seeking inspection of certain of MCC’s books and records pursuant to 8 Del.
C. § 220 in connection with the Transactions (the “Altman 220 Action”).


 


F. 
On February 5, 2019, SIC, MCC, and MDLY filed with the SEC definitive additional solicitation materials on Schedule 14A containing
certain supplemental disclosures in connection with the Transactions (the “Proxy Supplement”).


 


G. 
On February 11, 2019, FFCG and FFMF commenced a purported stockholder class action in the Court of Chancery, captioned FrontFour
Capital Group LLC, et al. v. Brook Taube, et al., No. 2019-0100-KSJM (Del. Ch.) (the “FrontFour Action”),
against the Stipulating Defendants and SIC (collectively, “Defendants”). On February 12, 2019, FFCG and FFMF
filed a Verified Amended Complaint for Injunctive Relief (the “Complaint”).


 


H. 
The Complaint alleged that the Individual Defendants (as defined below) in the FrontFour Action breached their fiduciary
duties to MCC stockholders in connection with (i) alleged mismanagement of MCC; (ii) the Transactions (including any actions,
deliberations and negotiations relating thereto); (iii) the MCC Merger Agreement, (including any actions, deliberations and
negotiations relating thereto); (iv) the disclosures regarding the Transactions; (v)  the review of
strategic alternatives available to MCC; (vi) the vote or any adjournment of the vote of MCC stockholders on the MCC Merger;
and (vii) proxy solicitation efforts in connection with the votes of the MCC stockholders on the MCC Merger. The Complaint
also alleges that MDLY, SIC, MCC Advisors LLC, Medley Group LLC, and Medley LLC aided and abetted those alleged breaches of
fiduciary duties, and it sought to enjoin the vote of MCC stockholders on the Transactions and enforcement of certain
provisions of the MCC Merger Agreement and to compel a curative sale process and additional disclosures.


 


I. 
On March 6, 2019, MCC commenced an action in the United States District Court for the Southern District of New York,
captioned Medley Capital Corporation v. FrontFour Capital Group LLC, et al., No. 1:19-cv-02055-LTS (S.D.N.Y.), against
FFCG, FFMF, FrontFour Capital Corporation, FrontFour Opportunity Fund, David A. Lorber, Stephen E. Loukas, Zachary R. George
(collectively, “FrontFour”), Moab Capital Partners, LLC (“Moab”), HFR Asset Management, L.L.C.
(“HFR”), and NexPoint Advisors, L.P. (“NexPoint,” together with FrontFour, Moab, and HFR, the
“Federal Defendants”), alleging that the Federal Defendants were engaging in an illegal solicitation of
MCC’s stockholders in connection with the Transactions in violation of federal securities laws (the “Federal
Action”). MCC sought damages and injunctive relief to prevent the Federal Defendants from continuing their alleged
illegal solicitation of MCC’s stockholders.


 






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J. 
The Court held a trial on the claims in the FrontFour Action on March 6-7, 2019 and issued a Memorandum Opinion on March 11, 2019,
which it subsequently revised on March 22, 2019 (the “Decision”).


 


K. 
On March 20, 2019, Altman commenced a purported stockholder class action by filing a complaint (the “Altman Complaint”)
in the Court of Chancery, captioned Stephen Altman v. Brook Taube, et al., No. 2019-0219-KSJM (Del. Ch.) (the “Altman
Action”), against Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, and Arthur S. Ainsberg.


 


L. 
The Altman Complaint alleged that the defendants in the Altman Action breached their fiduciary duties to MCC stockholders in connection
with the Transactions, including by approving adjournments of the vote of the MCC stockholders on the Transactions and issuing
allegedly false and misleading disclosures regarding the reasons for those adjournments.


 


M. 
On April 8, 2019, pursuant to a stipulation of all parties to the FrontFour Action and the Altman Action, the Court consolidated
the Altman Action with the FrontFour Action (collectively, the “Action”), appointed the plaintiffs in the FrontFour
Action as lead plaintiffs in the Action, appointed counsel to the plaintiffs in the FrontFour Action as lead plaintiffs’
counsel in the Action, and designated the Complaint as the operative complaint in the Action.


 


N. 
Following the Court’s issuance of the Decision, the Parties engaged in extensive, arm’s length negotiations and reached
an agreement in principle to finally and fully settle the claims against the Stipulating Defendants.


 


O. 
On April 24, 2019, pursuant to a stipulation by Plaintiffs and Stipulating Defendants, the Court entered an order staying the
Action until May 15, 2019, except for steps necessary to implement the Settlement.


 


P. 
The entry by Plaintiffs and Stipulating Defendants into this Stipulation is not an admission as to the merit or lack of merit
of any claims or defenses asserted in the Action or the Federal Action.


 


Q. 
Plaintiffs’ Counsel have conducted an investigation and pursued discovery relating to the claims and the underlying
events and transactions alleged in the Action. Plaintiffs’ Counsel have analyzed the evidence adduced during their
investigation, through discovery and at trial, and have researched the applicable law with respect to Plaintiffs and the
Settlement Class. In negotiating and evaluating the terms of this Stipulation, Plaintiffs’ Counsel considered the
significant legal and factual defenses to Plaintiffs’ claims, including the possibility of appeal of the Decision.
Plaintiffs and Plaintiffs’ Counsel have received sufficient information to evaluate the merits of this proposed
Settlement. Based upon their evaluation, Plaintiffs and Plaintiffs’ Counsel have determined that the Settlement set
forth in this Stipulation is fair, reasonable and adequate and in the best interests of all Class Members (as defined
herein), and that it confers substantial benefits upon the Class Members.


 






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R. 
Stipulating Defendants deny any and all allegations of wrongdoing, fault, liability or damage to Plaintiffs or to other Class
Members; deny that they engaged in, committed or aided or abetted the commission of any breach of duty, wrongdoing or violation
of law; deny that Plaintiffs or any of the other Class Members suffered any damage whatsoever; deny that they acted improperly
in any way; believe that they acted properly at all times; maintain that they complied with their fiduciary duties; maintain that
they have complied with federal and state securities laws; and maintain that they have committed no disclosure violations or any
other breach of duty or wrongdoing whatsoever in connection with the Transactions.


 


S. The Parties enter into
this Stipulation solely to eliminate the uncertainties, burden and expense of further litigation. Nothing in this Stipulation
shall be construed as any admission by any of the Parties of wrongdoing, fault, liability, or damages whatsoever.


 


NOW,
THEREFORE, IT IS HEREBY STIPULATED, CONSENTED TO AND AGREED, by Plaintiffs, for themselves and on behalf of the Settlement
Class, and Stipulating Defendants that, as set forth and provided for in this Stipulation, subject to the approval of the Court
and pursuant to Delaware Court of Chancery Rule 23, for good and valuable consideration as set forth herein and conferred, the
claims against the Stipulating Defendants shall be finally, forever and fully settled, compromised and dismissed, on the merits
and with prejudice, and that the Released Plaintiffs’ Claims shall be finally and fully compromised, settled, released,
discharged and dismissed on the merits and with prejudice as against the Released Defendant Parties, and that the Released Defendants’
Claims shall be finally and fully compromised, settled, released, discharged and dismissed with prejudice as against the Released
Plaintiff Parties, in the manner set forth herein.


 


  A. Certain Definitions



 


1. 
In addition to the terms defined elsewhere herein, the following capitalized terms, used in this Stipulation, shall have the meanings
specified below:





 



(a) 
“Account” means an interest-bearing account controlled by Plaintiffs’ Counsel into which the Class Payment (as
defined below) shall be made.


 


(b) 
“Amended MCC Merger Agreement” has the meaning set out in Paragraph 6 below.


 


(c) 
“Amended MDLY Merger Agreement” has the meaning set out in Paragraph 7 below.


 


(d)
“Cede” means Cede & Co., Inc.



 






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(e) 
“Claims” mean any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages,
costs, debts, expenses, interest, penalties, fines, sanctions, fees, attorneys’ fees, expert or consulting fees,
actions, potential actions, causes of action, suits, agreements, judgments, decrees, matters, issues and controversies of any
kind, nature or description whatsoever, whether disclosed or undisclosed, accrued or unaccrued, apparent or not apparent,
foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent,
which now exist, or heretofore or previously existed, including known claims and Unknown Claims, whether direct, derivative,
individual, class, representative, legal, equitable or of any other type, or in any other capacity, whether based on state,
local, foreign, federal, statutory, regulatory, common or other law or rule (including but not limited to any claims under
federal or state securities law, federal or state antitrust law, or under state disclosure law or any claims that
could be asserted derivatively on behalf of MCC).


 


(f) 
“Class Distribution Order” means an order authorizing the specific distribution of the Net Settlement Amount.


 


(g) 
“Class Payment” means a total of (i) $30,000,000 in Combined Company Common Stock, the number of shares of which is
to be calculated using the pro forma net asset value reported in the proxy supplement disclosing the Amended MCC Merger Agreement
(the “Stock Component”) and (ii) $17,000,000 in cash (the “Cash Component”).


 


 (h) “Closing” means the consummation of the Transactions.



 


(i) 
“Closing Beneficial Ownership Position” means, for each Eligible Beneficial Owner, the number of shares of MCC common
stock beneficially owned by such Eligible Beneficial Owner as of Closing; provided, however, that no Excluded Shares
may comprise any part of any Closing Beneficial Ownership Position.


 


(j) 
“Closing Security Position” means, for each DTC Participant, the number of shares of MCC common stock reflected on
the DTC allocation report used by DTC to distribute portions of the Net Settlement Amount.


 


(k) 
“Combined Company” means SIC, including Merger Sub, its wholly owned subsidiary, following the Closing.


 






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(l) 
“Combined Company Common Stock” means common stock, par value $0.001 per share, of SIC, which will be listed on the
NYSE and is expected to be listed on the TASE, with such listings expected to be effective as of the Closing.


 


(m)
“DTC” means Depository Trust Company.



 


(n) 
“DTC Participants” means the DTC participants to which DTC will distribute portions of the Net Settlement Amount pursuant
to the terms of this Stipulation.


 


(o) 
“DTC Records” mean the information to be obtained from DTC necessary to facilitate DTC’s distribution of the
Net Settlement Amount to Eligible Beneficial Owners.


 


(p) 
“Effective Date” means the first date by which all of the events and conditions specified in Section F of this Stipulation
have occurred and been met (or have been waived in a writing signed by the Party for whose benefit the conditions exist).


 


(q) 
“Eligible Beneficial Owner” means the ultimate beneficial owner of any shares of MCC common stock at the Closing,
provided, however, that no Excluded Stockholder may be an Eligible Beneficial Owner.


 


(r) 
“Eligible Class Members” means Class Members who hold shares of MCC common stock at the Closing and therefore
are entitled to receive a portion of the consideration available to MCC shareholders in connection with the MCC Merger, in
accordance with the terms of the MCC Merger Agreement (the “Merger Consideration”) for their Eligible Shares. For
the avoidance of doubt, Eligible Class Members exclude all Excluded Stockholders.


 


(s) 
“Eligible Registered Owners” means the registered owners of MCC common stock who or which are entitled to receive
the Merger Consideration at the Closing.


 


(t) 
“Eligible Shares” means shares of MCC common stock owned by Eligible Class Members at the Closing.


 


(u) 
“Excluded Shares” means the shares of MCC common stock beneficially owned by the Excluded Stockholders.


 


(v) 
“Excluded Stockholders” means those persons and entities excluded from the Settlement Class as described below in
the definition of “Settlement Class.”


 


(w) 
“Final,” when referring to the Judgment, means entry of the Judgment, the expiration of any time for appeal or
review of the Judgment, or, if any appeal is filed and not dismissed or withdrawn, after the Judgment is upheld on appeal in
all material respects and is no longer subject to review upon appeal or other review, and the time for any petition for
reargument, appeal or review of the Judgment or any order affirming the Judgment has expired; or, in the event that the Court
enters a judgment in a form other than the form attached hereto as Exhibit D (“Alternative Judgment”) and none of
the Parties hereto elects to terminate this Stipulation, the expiration of any time for appeal or review of the Alternative
Judgment, or if an appeal is filed and not dismissed or withdrawn, after the Alternative Judgment is upheld on appeal in all
material respects and is no longer subject to review upon appeal or other review, and the time for any petition for
reargument, appeal or review of the Alternative Judgment or any order affirming the Alternative Judgment has expired; provided, however,
that any disputes or appeals relating solely to the amount, payment or allocation of Plaintiffs’ Counsel’s
attorneys’ fees and expenses shall have no effect on finality for purposes of determining the date on which the
Judgment or an Alternative Judgment becomes Final and shall not otherwise prevent, limit or otherwise affect the
effectiveness of the Judgment or an Alternative Judgment or prevent, limit, delay or hinder entry of the Judgment or an
Alternative Judgment.


 






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(x) 
“Highland Parties” means Highland Global Allocation Fund, Highland Capital Management Fund Advisors, L.P.,
Strand Advisors XVI, Inc., Highland Select Equity Master Fund, L.P., Highland Select Equity Fund GP, L.P., Highland Select
Equity GP, LLC, Highland Capital Management, L.P., Strand Advisors, Inc., NexPoint Advisors, L.P., NexPoint Advisors GP, LLC,
or any respective past or present direct or indirect affiliates, associates, members, partners, partnerships, investment
funds, subsidiaries, parents, predecessors, successors, legal representatives, heirs, executors, administrators, assigns,
officers, directors, employees, agents, representatives, advisors, financial or investment advisors, insurers, or attorneys
of any of the foregoing entities.


 


(y) 
“Immediate Family” means an individual’s spouse, parents, siblings, children, grandparents, grandchildren; the
spouses of his or her parents, siblings and children; and the parents and siblings of his or her spouse, and includes step and
adoptive relationships. In this paragraph, “spouse” shall mean a husband, a wife, or a partner in a state-recognized
domestic partnership or civil union.


 


(z) 
“Individual Defendants” means Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack,
and Arthur S. Ainsberg.


 


(aa)
“Judgment” means the Order and Final Judgment to be entered in the Action substantially in the form attached as Exhibit
D hereto.


 


(bb)
“Net Settlement Amount” means the Settlement Fund less (i) any and all Notice and Administration Costs; (ii) any and
all Taxes and Tax Expenses; and (iii) any other fees, costs or expenses approved by the Court.


 


(cc)
“Notice and Administration Costs” means fees, costs and expenses incurred by the Settlement Administrator, or
any other person in connection with providing notice (including postage and any broker reimbursement costs) to Class
Members and administering the Settlement, including all fees, costs and expenses incurred in connection with issuing payments
to members of the Settlement Class.


 


(dd)
“Party” means any one of, and “Parties” means all of, the parties to this Stipulation, namely, Stipulating
Defendants and Plaintiffs, on behalf of themselves and the Settlement Class.


 


(ee)
“Per-Share Recovery” means the per-share recovery under the Settlement, which will be calculated by dividing the total
amount of the Net Settlement Amount by the total number of Eligible Shares held by all Eligible Class Members.


 


(ff)
“Plaintiffs’ Counsel” means the law firms of Abrams & Bayliss LLP and Olshan Frome Wolosky LLP.


 


(gg)
“Released Defendant Parties” means (i) any and all of the Stipulating Defendants; (ii) the Stipulating
Defendants’ Immediate Family members, and respective past or present direct or indirect affiliates, associates,
members, partners, partnerships, investment funds, subsidiaries, parents, predecessors, successors, officers, directors,
employees, agents, representatives, advisors, financial or investment advisors (including the financial advisor to the MCC
Special Committee), insurers, and attorneys (including Stipulating Defendants’ Counsel); and (iii) the legal
representatives, heirs, executors, administrators, predecessors, successors, predecessors-in-interest, successors-in-
interest and assigns of any of the foregoing.


 






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(hh)
“Released Defendants’ Claims” means all Claims that were or could have been asserted in the Action,
including, without limitation, all Claims arising out of or relating to (i) alleged mismanagement of MCC; (ii) the
Transactions (including any actions, deliberations and negotiations relating thereto); (iii) the MCC Merger Agreement, the
Amended MCC Merger Agreement, the MDLY Merger Agreement, and the Amended MDLY Merger Agreement (including any actions,
deliberations and negotiations relating thereto); (iv) the disclosures regarding the Transactions; (v) the fiduciary duties
or obligations of the Stipulating Defendants in connection with the review of strategic alternatives available to MCC; (vi)
the vote or any adjournment of the vote of MCC stockholders on the MCC Merger; and (vii) proxy solicitation efforts in
connection with the votes of the MCC stockholders on the MCC Merger. Released Defendants’ Claims shall also include all
Claims arising out of or relating to the prosecution and settlement of the Action and all Claims that were or could have been
asserted in the Federal Action, provided, however, that the Released Defendants’ Claims shall not include
any Claims that were or could have been asserted in the Federal Action against any of the Highland Parties. Notwithstanding
the foregoing, the Released Defendants’ Claims shall not include claims to enforce the Stipulation or the Governance
Agreement (as defined below).


 


(ii)
“Released Plaintiff Parties” means (i) any and all of Plaintiffs, FrontFour and their respective past or present direct
or indirect affiliates, associates, members, managers, partners, partnerships, investment funds, subsidiaries, parents, predecessors,
successors, officers, directors, employees, agents, representatives, advisors, financial or investment advisors, insurers, and
attorneys (including Plaintiffs’ Counsel); (ii) the legal representatives, heirs, executors, administrators, predecessors,
successors, predecessors-in-interest, successors-in-interest and assigns of any of the foregoing; and (iii) all other Class Members.


 


(jj)
“Released Plaintiffs’ Claims” means all Claims that were or could have been asserted in the Action,
including, without limitation, all Claims arising out of or relating to (i) alleged mismanagement of MCC; (ii) the
Transactions (including any actions, deliberations and negotiations relating thereto); (iii) the MCC Merger Agreement, the
Amended MCC Merger Agreement, the MDLY Merger Agreement, and the Amended MDLY Merger Agreement (including any actions,
deliberations and negotiations relating thereto); (iv) the disclosures regarding the Transactions; (v) the fiduciary duties
or obligations of the Stipulating Defendants in connection with the review of strategic alternatives available to MCC; (vi)
the vote or any adjournment of the vote of MCC stockholders on the MCC Merger; and (vii) proxy solicitation efforts in
connection with the votes of the MCC stockholders on the MCC Merger. Released Plaintiffs’ Claims shall also include all
Claims arising out of or relating to the prosecution and settlement of the Federal Action. Notwithstanding the foregoing, the
Released Plaintiffs’ Claims shall not include claims to enforce the Stipulation or the Governance Agreement (as defined
below).


 


(kk)“Releases”
means the releases set forth in Section C of this Stipulation.


 


(ll)“Settlement”
means the settlement contemplated by this Stipulation.


 


(mm)
“Settlement Administrator” means the administrator retained by Plaintiffs to oversee the administration of the Settlement
and distribution of the Class Payment.


 


(nn)
“Settlement Class” means any and all record holders and beneficial owners of MCC common stock at any time during the
Settlement Class Period, together with their successors and assigns, but excluding Stipulating Defendants, their Immediate Family,
SIC and any person, firm, trust, corporation, joint venture, partnership, foundation or other entity related to or affiliated
with any of the Stipulating Defendants, members of their Immediate Families or SIC.


 






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(oo)
“Settlement Class Member” or “Class Member” means a member of the Settlement Class.


 


(pp)
“Settlement Class Period” means the period between and including August 9, 2018, and the later of the (i) the Closing,
(ii) the consummation of any transaction based on a Superior Proposal (as defined in the Amended MCC Merger Agreement), and (iii)
the termination of the Amended MCC Merger Agreement.


 


(qq)
“Settlement Fund” means the Class Payment, plus all interest earned thereon.


 


(rr)
“Settlement Hearing” means the hearing to be held by the Court to determine whether to certify the Settlement Class
as a non-opt-out class pursuant to Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2); whether the proposed Settlement should
be approved as fair, reasonable and adequate; whether Plaintiffs and Plaintiffs’ Counsel have adequately represented the
Class; whether any objections to the Settlement should be overruled; whether the Action should be dismissed with prejudice as
against the Released Defendant Parties; whether a Judgment approving the Settlement should be entered in accordance with the terms
of this Stipulation; and whether and in what amount any award of attorneys’ fees and reimbursement of expenses should be
paid to Plaintiffs’ Counsel.


 


(ss)“Stipulating
Defendants’ Counsel” means the law firms of Morris, Nichols, Arsht & Tunnel LLP; Cadwalader, Wickersham &
Taft LLP; Ross Aronstam & Moritz LLP; and Kramer Levin Naftalis & Frankel LLP.


 


(tt)
“Taxes” means all federal, state and/or local taxes of any kind (including any interest or penalties thereon) on any
income earned by the Class Payment after being deposited into the Account.


 


(uu)
“Tax Expenses” means the reasonable expenses and costs in connection with determining the amount of, and paying, any
Taxes (including, without limitation, reasonable expenses of tax attorneys and accountants), and for the preparation, mailing,
administration, and distribution costs and expenses relating to the filing or the failure to file all necessary or advisable tax
returns in connection with any Taxes.


 






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(vv)
“Unknown Claims” means any and all Released Plaintiffs’ Claims which Plaintiffs or any other Class Member
does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Plaintiffs’
Claims against the Released Defendant Parties, which if known by him, her or it, might have affected his, her or its
decision(s) with respect to the Settlement, and any and all Released Defendants’ Claims which any Stipulating Defendant
or any other Released Defendant Party does not know or suspect to exist in his, her, or its favor at the time of the release
of the Released Defendants’ Claims against the Released Plaintiff Parties, which if known by him, her, or it might have
affected his, her, or its decision(s) with respect to the Settlement. With respect to any and all Released Plaintiffs’
Claims and Released Defendants’ Claims, the Parties stipulate and agree that upon the Effective Date, Plaintiffs and
Stipulating Defendants shall expressly waive, and each of the Class Members shall be deemed to have, and by operation of the
Judgment or Alternative Judgment that becomes Final shall have expressly, waived, relinquished and released any and all
provisions, rights and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or
principle of common law or foreign law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which
provides:


 


A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR OR RELEASED PARTY.


 


Plaintiffs
and Stipulating Defendants acknowledge, and the other Class Members by operation of law shall be deemed to have
acknowledged, that they may discover facts in addition to or different from those now known or believed to be true with
respect to the Released Plaintiffs’ Claims and the Released Defendants’ Claims, but that it is the intention of
Plaintiffs and Stipulating Defendants, and by operation of law the other Class Members, to completely, fully, finally and
forever extinguish any and all Released Plaintiffs’ Claims and Released Defendants’ Claims, known or unknown,
suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the
subsequent discovery of additional or different facts. Plaintiffs and Stipulating Defendants acknowledge, and the other Class
Members by operation of law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the
definition of Released Plaintiffs’ Claims was separately bargained for and was a key element of the
Settlement.


 






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B.
Settlement Consideration



 


2. 
In consideration for the full and final release, settlement and discharge of any and all Released Plaintiffs’ Claims against
the Released Defendant Parties, and any and all Released Defendants’ Claims against the Released Plaintiff Parties, the
Parties have agreed to the following consideration:


 


Changes
to MCC Board of Directors


 


3. 
On April 15, 2019, David A. Lorber and Lowell W. Robinson were appointed to the board of directors of MCC (the “MCC
Board”), to the classes of directors up for election in 2021 and 2020, respectively, with Messrs. Lorber and Robinson
each being entitled to the same advancement and indemnification rights and insurance coverage as the other members of the MCC
Board. In addition, the MCC Board added Messrs. Lorber and Robinson to MCC’s special committee of independent directors
(the “MCC Special Committee”), with Mr. Lorber serving as Chair of the MCC Special Committee. Mr. Lorber will
also serve as a member of the nominating and corporate governance committee and the compensation committee of the MCC Board,
and Mr. Robinson will serve as a member of the audit committee of the MCC Board.


 


Corrective
Disclosures


 


4. 
Stipulating Defendants and Plaintiffs shall work in good faith to agree, as soon as reasonably practicable, upon supplemental
disclosures that MCC shall disseminate consistent with the Court’s Decision, and which will also clarify that the echo voting
of MCC stock deemed to be controlled by MCC management in connection with the Transactions will be calculated without regard to
broker non-votes and abstentions.


 


Waiver
of Standstills


 


5. 
Stipulating Defendants have waived any standstill or similar agreement with MDLY or its affiliates that would otherwise still
be in effect as of the date hereof, such that any such agreement will not inhibit or restrict such person or entity’s participation
in MCC’s exploration of strategic alternatives.


 


Merger
Agreement Amendment


 


6. 
MCC has used reasonable efforts to obtain SIC’s agreement and MDLY’s consent to the amended MCC Merger Agreement attached
as Appendix 1 hereto (the “Amended MCC Merger Agreement”).


 



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7. 
MDLY has (a) participated and cooperated in the discussions and efforts of Defendants to amend the MDLY Merger Agreement and the
MCC Merger Agreement; (b) consented to the Amended MCC Merger Agreement, when presented to MDLY by SIC and MCC; and (c) agreed
to the amended MDLY Merger Agreement attached as Appendix 2 hereto (the “Amended MDLY Merger Agreement”).


 


8. 
Subject to obtaining the agreement of SIC to enter into the Amended MCC Merger Agreement and the Amended MDLY Merger Agreement:
(i) MCC and SIC shall enter into the Amended MCC Merger Agreement, and, (ii) concurrently with the execution of the Amended MCC
Merger Agreement, MDLY, SIC and Merger Sub shall enter into the Amended MDLY Merger Agreement.


 


9. 
Stipulating Defendants and Plaintiffs shall submit this Stipulation and all documents executed in connection with the settlement
of the Action to the SEC and shall exercise reasonable efforts to secure SEC exemptive relief to permit the implementation of
the Settlement and the closing of the Transactions contemplated by the Amended MCC Merger Agreement and Amended MDLY Merger Agreement.


 


Empowerment
of MCC Special Committee


 


10.
On May 8, 2019, the MCC Board adopted resolutions:



 


(a) 
empowering and directing the MCC Special Committee to retain at MCC’s expense an independent investment bank of the MCC
Special Committee’s choosing (the “Go-Shop Banker”) to solicit strategic alternatives for MCC upon either the
amendment or waiver of the MCC Merger Agreement, or the termination of the MCC Merger Agreement, which strategic alternatives
could, at the discretion of the MCC Special Committee, be recommended to the MCC Board for approval or rejection thereof.


 


(b) 
empowering and directing the MCC Special Committee and its advisors to conduct a “Go-Shop” process whereby they will,
upon either the amendment or waiver of the MCC Merger Agreement, or termination of the MCC Merger Agreement, solicit the making,
submission and announcement of, and encourage, facilitate and assist, any proposal or inquiry that constitutes, or is reasonably
expected to lead to, an alternative proposal, which alternative proposal could, at the discretion of the MCC Special Committee,
be recommended to the MCC Board for approval or rejection thereof.


 


(c) 
authorizing the MCC Special Committee, upon either the amendment or waiver of the MCC Merger Agreement, or termination of
the MCC Merger Agreement, in its discretion, subject to the entry into, and in accordance with a confidentiality agreement,
to furnish to any person (and its representatives and financing sources subject to the terms and obligations of such
confidentiality agreement applicable to such person) any non-public information relating to MCC or afford to any such person
(and such representatives and financing sources) access to the business, properties, assets, books, records and other
nonpublic information, and to any personnel, of MCC, in any such case with the intent to induce the making, submission and
announcement of, and to encourage, facilitate and assist, any proposal or inquiry that constitutes, or is reasonably expected
to lead to, an alternative proposal or any inquiries or the making of any proposal that would reasonably be expected to lead
to an alternative proposal, which alternative proposal could, at the discretion of the MCC Special Committee, be recommended
to the MCC Board for approval or rejection thereof.


 






    12


     


    

 


11. 
Neither the members of the MCC Special Committee nor their advisors shall disclose the identity of the participants in the
Go-Shop process or the nature or amount of any proposals submitted by those participants to the other MCC directors or anyone
else until the MCC Special Committee has reached a final decision on the results of the Go-Shop and presents its findings to
the MCC Board, unless required by the Amended MCC Merger Agreement or the MCC Special Committee determines in its discretion
that (A) disclosing such information prior to that time is consistent with its members’ fiduciary duties, or (B)
disclosing such information to the management of MCC and MCC’s advisors is reasonably necessary or advisable in order
to conduct the Go-Shop process in an effective, orderly and timely manner (including, but not limited to, the due diligence
process to be conducted by participants).


 


Governance
Agreement


 


12. 
Plaintiffs and MCC shall enter into the Governance Agreement attached hereto as Appendix 3 (the “Governance Agreement”).


 


Establishment
of Settlement Fund


 


13. 
In the event that the Closing occurs, the Parties agree that the Settlement Fund will be established as set forth herein. For
the avoidance of doubt, the Settlement Fund will not be created if the Closing does not occur for any reason, including if MCC,
SIC or MDLY determines to terminate the MCC Merger Agreement or the MDLY Merger Agreement prior to the Closing for any reason
whatsoever, including without limitation in order for MCC to enter into an agreement with respect to a Superior Proposal (as defined
in the Amended MCC Merger Agreement).


 


14. 
At or prior to the Closing, Defendants (except for MDLY), shall cause the Cash Component of the Class Payment to be
deposited into an escrow account in accordance with the terms of the Amended MCC Merger Agreement. Immediately following the
Closing, Defendants (except for MDLY) shall deposit, or cause to be deposited, the Cash Component and the Stock Component of
the Class Payment into the Account. For the avoidance of doubt, in no event shall MDLY be responsible for the payment of any
portion of the Class Payment.


 






    13


     


    

 


15. 
Prior to distribution to Eligible Class Members, the Class Payment shall be used to pay the following costs and expenses, with
the remaining funds constituting the “Net Settlement Amount”: (i) any and all Notice and Administration Costs, (ii)
any and all Taxes and Tax Expenses, and (iii) any other fees, costs or expenses approved by the Court; provided, however,
that Plaintiffs’


 


Counsel
shall not receive any funds as part of any Taxes, Tax Expenses, or Notice and Administration Costs.


 


Distribution
of Net Settlement Amount


 


16. 
Plaintiffs shall retain a Settlement Administrator to oversee the administration of the Settlement Fund and distribution of
the Net Settlement Amount. Within five (5) business days of the Closing, the Stipulating Defendants (except for MDLY) shall
provide or cause to be provided to the Settlement Administrator and Plaintiffs’ Counsel, at no cost to the Settlement
Fund, Plaintiffs, Plaintiffs’ counsel, or the Settlement Administrator, the following information: (a) the stockholder
register from MCC’s transfer agent, which listing shall include the names and mailing addresses for all Eligible
Registered Owners and the number of Eligible Shares held by such Eligible Registered Owners; and (b) the names and mailing
addresses for each of the Excluded Stockholders and the number of Excluded Shares held by such Excluded Stockholders, and the
account information (including financial institution and account numbers where the Excluded Shares were held) for such
Excluded Stockholders. In addition to the foregoing, Plaintiffs’ Counsel may request from Stipulating Defendants
(except for MDLY) any additional information as may be required to distribute the Net Settlement Amount to Eligible Class
Members and to ensure that the Net Settlement Amount is paid only to Eligible Class Members and not to Excluded
Stockholders.


 


17. 
The Stipulating Defendants (except for MDLY) will also obtain from DTC and its nominee, Cede, the DTC Records. The DTC Records
shall include, without limitation, an allocation or “chill” report generated by DTC in anticipation of the Transactions
to facilitate the allocation of the Merger Consideration to stockholders. Plaintiffs’ Counsel will use any information obtained
from DTC solely for the purpose of administering the Settlement as set forth in this Stipulation, and not for any other purpose,
and will not disclose any information obtained from DTC to any other party except as necessary to administer the Settlement or
as required by law. Information to be provided to DTC in connection with the distribution of the Net Settlement Amount includes,
without limitation, the Notice and “suppression letters” from DTC Participants concerning the Excluded Shares, instructing
DTC to withhold payment on those Excluded Shares and containing other terms as DTC may reasonably require.


 






    14


     


    

 


18. 
The Net Settlement Amount shall be distributed from the Account by the Settlement Administrator to Eligible Class Members on a
pro rata basis equal to the product of (a) the number of Eligible Shares held by each Eligible Class Member and (b) the
Per-Share Recovery under the Settlement, as promptly as practicable after all of the following conditions are satisfied: (i) the
Class Payment has been deposited into the Account following the Closing, (ii) the Court of Chancery has entered the Judgment substantially
in the form attached hereto as Exhibit D, or entered an Alternative Judgment dismissing the Action with prejudice and providing
for the Releases and none of the Parties elects to terminate the Settlement; (iii) the Judgment or Alternative Judgment, as the
case may be, has become Final; and (iv) on notice to Stipulating Defendants’ Counsel, Plaintiffs’ Counsel have applied
for, and the Court of Chancery has entered, the Class Distribution Order. Through the Settlement and this Stipulation, the Parties
are not intending to create appraisal rights in connection with the Transactions, and the Parties agree to use their best efforts
to obtain an order from the Court of Chancery confirming that the distribution of the Net Settlement Amount to Eligible Class
Members will not give rise to appraisal rights in connection with the Transactions.


 


 
19. With respect to MCC common stock held of record by Cede, the Settlement Administrator will cause that portion of the Net
Settlement Amount to be allocated to Eligible Beneficial Owners who held their shares through DTC Participants to be paid to
DTC. DTC shall then distribute that portion of the Net Settlement Amount among the DTC Participants by paying each the
Per-Share Recovery times its respective Closing Security Position, using the same mechanism that DTC used to distribute the
Merger Consideration and subject to payment suppression instructions with respect to Excluded Shares. The DTC Participants
and their respective customers, including any intermediaries, shall then ensure pro rata payment to each Eligible Beneficial
Owner in accordance with each Eligible Beneficial Owner’s Closing Beneficial Ownership Position.


 


20. 
With respect to MCC common stock held of record as of the Closing other than by Cede, as nominee for DTC (a “Closing Non-Cede
Record Position”), the payment with respect to each such Closing Non-Cede Record Position shall be made by the Settlement
Administrator from the Net Settlement Amount directly to the record owner of each Closing Non-Cede Record Position in an amount
equal to the Per-Share Recovery times the number of shares of MCC common stock comprising such Closing Non-Cede Record Position.


 


21. 
For the avoidance of doubt, to the extent that any record owner, any DTC Participants, or their respective customers,
including any intermediaries, took or permitted actions that had the effect of increasing the number of shares of MCC common
stock entitled to payment of the Merger Consideration, whether through permitted naked short-selling or the cash settlement
of short positions or through any other means (“Increased Merger Consideration Entitlements”), such record owner,
DTC Participants, or their respective customer (including intermediaries) shall be responsible for paying to the ultimate
beneficial owners of such Increased Merger Consideration Entitlements an amount equal to the Per- Share Recovery times the
number of the Increased Merger Consideration Entitlements.


 






    15


     


    

 


22. 
For the avoidance of doubt, a person or entity who acquired shares of MCC common stock on or before the Closing but had not settled
those shares at Closing (“Non-Settled Shares”) shall be treated as an Eligible Beneficial Owner with respect to those
Non-Settled Shares (except for the Excluded Shares), and a person who sold those Non-Settled Shares on or before the Closing shall
not be treated as an Eligible Beneficial Owner with respect to those Non-Settled Shares.


 


23. 
Payment from the Net Settlement Amount made pursuant to and in the manner set forth above shall be deemed conclusive of compliance
with this Stipulation.


 


24. 
The Stipulating Defendants and any other Excluded Stockholder shall not have any right to receive any part of the Settlement
Fund for his, her or its own account(s) (i.e., accounts for which he, she or it is a beneficial owner, holds a
proprietary interest or controls), or any additional amount based on any claim relating to the fact that Settlement proceeds
are being received by any other stockholder, in each case under any theory, including but not limited to contract,
application of statutory or judicial law, or equity.


 


25. 
In the event that any payment from the Net Settlement Amount is undeliverable or in the event a check is not cashed by the stale
date (i.e., more than six months from the check’s issue date), the DTC Participants or the holder of a Closing Non-Cede
Record Position shall follow their respective policies with respect to further attempted distribution or escheatment.


 


26. 
The Parties agree that the Settlement Fund is intended to be a Qualified Settlement Fund within the meaning of Treasury
Regulation §1.468B-1 and that Plaintiffs’ Counsel, as administrators of the Settlement Fund within the meaning of
Treasury Regulation § 1.468B-2(k)(3), shall be solely responsible for filing or causing to be filed all informational
and other tax returns as may be necessary or appropriate (including, without limitation, the returns described in Treasury
Regulation § 1.468B-2(k)) for the Settlement Fund. Stipulating Defendants shall provide the statement described in
Treasury Regulation § 1.468B-3(e) to Plaintiffs’ Counsel within the time period required thereunder.
Plaintiffs’ Counsel, as administrators of the Settlement Fund within the meaning of Treasury Regulation §
1.468B-2(k)(3), shall timely make such elections as are necessary or advisable to carry out this paragraph, including, as
necessary, making a “relation back election,” as described in Treasury Regulation § 1.468B-1(j), to cause
the Qualified Settlement Fund to come into existence at the earliest allowable date, and shall take or cause to be taken all
actions as may be necessary or appropriate in connection therewith.


 






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27. 
All Taxes and Tax Expenses shall be paid out of the Settlement Fund, and shall be timely paid by Plaintiffs’ Counsel without
further order of the Court. Any tax returns prepared for the Settlement Fund (as well as the election set forth therein) shall
be consistent with the previous paragraph and in all events shall reflect that all Taxes on the income earned by the Class Payment
shall be paid out of the Settlement Fund, as provided herein. Stipulating Defendants shall not be liable for any Taxes, Tax Expenses,
or income taxes owed by any Class Member.


 


28. 
The Settlement is not a claims-made settlement. Upon the occurrence of the Effective Date, no Defendant or any other person or
entity who or which paid any portion of the Class Payment shall have any right to the return of the Class Payment or any portion
thereof for any reason whatsoever, including without limitation the inability to locate Class Members or the failure of Eligible
Class Members to deposit settlement funds distributed by the Settlement Administrator.


 


29. 
No person or entity shall have any claim against any of the Released Defendant Parties or the Settlement Administrator
arising from distributions from the Settlement Fund made substantially in accordance with this Stipulation or any order of
the Court. The Released Defendant Parties shall have no liability whatsoever for the investment of the Class Payment or
Settlement Fund, notice to the Settlement Class, the administration of the Settlement Fund, the calculation of any
distribution from the Settlement Fund, or the nonperformance of the Settlement Administrator, nor shall they have any
liability whatsoever for the payment or withholding of Taxes (including interest and penalties) owed by the Class Payment or
any losses incurred in connection therewith.


 


  C. Scope of the Settlement



 


30. 
Upon the entry of the Judgment, or upon the entry of an Alternative Judgment if none of the Parties elects to terminate this Stipulation,
the Action shall be dismissed with prejudice, on the merits and without costs.


 


31. 
Upon the Effective Date, Plaintiffs and all Class Members, on behalf of themselves, their legal representatives, heirs,
executors, administrators, estates, predecessors, successors, predecessors-in-interest, successors-in-interest and assigns,
and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them, shall thereupon fully,
finally and forever, release, settle and discharge the Released Defendant Parties from and with respect to every one of the
Released Plaintiffs’ Claims, and shall thereupon be forever barred and enjoined from commencing, instituting or
prosecuting any Released Plaintiffs’ Claims against any of the Released Defendant Parties.


 






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32. 
Upon the Effective Date, each of the Stipulating Defendants, on behalf of themselves, their legal representatives, heirs, executors,
administrators, estates, predecessors, successors, predecessors-in-interest, successors-in-interest and assigns, and any person
or entity acting for or on behalf of, or claiming under, any of them, and each of them, shall thereupon fully, finally and forever,
release, settle and discharge the Released Plaintiff Parties from and with respect to every one of the Released Defendants’
Claims, and shall thereupon be forever barred and enjoined from commencing, instituting or prosecuting any of the Released Defendants’
Claims against any of the Released Plaintiff Parties.


 


 D. Class Certification



 


33. 
For purposes of settlement only, the Parties agree that the Court shall certify a non-opt-out class, pursuant to Court of
Chancery Rules 23(b)(1) and (b)(2), consisting of the Settlement Class Members. In the event that this Stipulation is
terminated pursuant to its terms, is not approved in all material respects by the Court, Stipulating Defendants withdraw from
the Settlement pursuant to the terms hereof, the Settlement does not become Final for any reason, or any judgment or order
entered pursuant hereto is reversed, vacated, or modified in any material respect by the Court or any other court, the
certification of the Class shall, except as provided in Section J hereof, be deemed vacated, the Action shall proceed as
though the Class had never been certified, and no reference to the certification of the Class, or to the Stipulation or its
exhibits, shall be made by the Parties for any purpose, except as expressly authorized by the terms of this Stipulation. If
any of the foregoing events occur, Stipulating Defendants reserve any and all rights to oppose certification of any plaintiff
class in any proceeding (including, but not limited to, any proceedings in the Action).


 


E.
Class Notice and Court Approval



 


34. 
As soon as practicable after execution of the Amended MCC Merger Agreement and the Amended MDLY Merger Agreement, the
Parties shall jointly apply to the Court for entry of an Order in the form attached hereto as Exhibit A (the
“Scheduling Order”), providing for, among other things: (a) the dissemination of the Notice of Pendency and
Proposed Settlement of Class Action (the “Notice”), substantially in the form attached hereto as Exhibit B; (b)
the publication of the Summary Notice of Pendency and Proposed Settlement of Class Action (the “Summary Notice”),
substantially in the form attached hereto as Exhibit C; and (c) the scheduling of the Settlement Hearing. The Parties agree
to take all reasonable and appropriate steps to seek and obtain entry of the Scheduling Order. At the Settlement Hearing, the
Parties shall jointly request that the Judgment be entered.


 






    18


     


    

 



35. Within five (5) business days of the date of entry of the Scheduling Order, Stipulating Defendants shall provide
or cause to be provided to the Settlement Administrator and Plaintiffs’ Counsel stockholder information from
MCC’s transfer agent as appropriate for providing notice to the Settlement Class in the manner described in the
Scheduling Order. MCC shall initially pay the costs of providing notice of the proposed Settlement, which costs shall be
reimbursed from the Class Payment as set forth in Section B if the Class Payment is made. Stipulating Defendants otherwise
shall not be responsible for the notice to Class Members or the claims administration process.


 


F.
Conditions of Settlement.



  


36. 
This Settlement shall be subject to the following conditions, which the Parties shall use their reasonable efforts to achieve,
but each of which must occur in order for the Settlement to be effective:


 


(a) 
the execution of the Governance Agreement, Amended MCC Merger Agreement and Amended MDLY Merger Agreement;


 


(b) 
the Court enters the Scheduling Order substantially in the form attached hereto as Exhibit A;


 


(c) 
the Court enters the Judgment substantially in the form attached hereto as Exhibit D, or the Court has entered an Alternative
Judgment and none of the Parties elects to terminate the Settlement; and


 


 
(d) the Parties have complied with their obligations set forth herein.


 


G.
Attorneys’ Fees and Expenses



  


37. 
Plaintiffs’ Counsel will apply to the Court for a collective award of attorneys’ fees to Plaintiffs’ Counsel
which shall be no greater than the amount set forth in the Notice attached hereto as Exhibit B (the “Fee Application”).
Plaintiffs’ Counsel also will apply to the Court for reimbursement of litigation expenses paid or incurred by Plaintiffs’
Counsel or advanced by Plaintiffs (the “Expense Reimbursement Application”). As of the execution of this Stipulation,
the Parties have not discussed the amount of any application by Plaintiffs’ Counsel for an award of attorneys’ fees
and expenses. Stipulating Defendants reserve all rights and all grounds to object to, oppose, consent to, or take no position
on the amount of fees and expenses sought by Plaintiffs’ Counsel in the Fee Application and the Expense Reimbursement Application.


 


38. 
Plaintiffs’ Counsel will make no other application for an award of attorneys’ fees or expenses other than the Fee
Application or the Expense Reimbursement Application. None of Plaintiffs, nor Plaintiffs’ Counsel, shall make, or assist
any other counsel in making, any application for an award of fees or expenses in any other jurisdiction.


 






    19


     


    

 


39. 
The Parties acknowledge and agree that any fees and expenses awarded by the Court to Plaintiffs’ Counsel (the
“Fee and Expense Award”) shall be paid by MCC or its successor and shall not be paid out of the Class Payment or
Settlement Fund. In the event that the Fee and Expense Award is disapproved, reduced, reversed or otherwise modified, whether
on appeal, further proceedings on remand, successful collateral attack or otherwise, then Plaintiffs’ Counsel shall,
within ten (10) business days after Plaintiffs’ Counsel receives notice of any such disapproval, reduction, reversal or
other modification, return to MCC or its successor the difference between the attorneys’ fees and expenses awarded by
the Court in the Fee and Expense Award on the one hand, and any attorneys’ fees and expenses ultimately and finally
awarded on appeal, further proceedings on remand or otherwise, on the other hand.


 


40. 
The disposition of the Fee Application and the Expense Reimbursement Application are not material terms of this Stipulation, and
it is not a condition of this Stipulation that such applications be granted. The Parties acknowledge that the Fee Application
and the Expense Reimbursement Application may be considered separately from this Stipulation. Any disapproval or modification
of the Fee Application and/or the Expense Reimbursement Application by the Court or on appeal shall not affect or delay the enforceability
of this Stipulation. Final resolution of the Fee Application and/or the Expense Reimbursement Application shall not be a condition
to the dismissal, with prejudice, of the Action or to the effectiveness of the Releases.


 


41. 
Plaintiffs’ Counsel warrant that no portion of any award of attorneys’ fees or expenses shall be paid to any Plaintiff
or any Class Member, except as approved by the Court. Plaintiffs’ Counsel shall allocate the Fee and Expense Award among
themselves in a manner which they, in good faith, believe reflects the contributions of such counsel to the prosecution and settlement
of the Action. Defendants and the Released Defendant Parties shall have no input into or responsibility for the allocation by
Plaintiffs’ Counsel of the Fee and Expense Award or for the payment of any fees or expenses of Plaintiffs’ Counsel
other than the Fee and Expense Award.


 


H.
Stay Pending Court Approval



  


42. 
The Parties agree to maintain the stay previously entered in the Action, and to stay and not to initiate any other proceedings
other than those incident to the Settlement itself pending the occurrence of the Effective Date. The Parties also agree to use
their reasonable efforts to seek the stay and dismissal of, and to oppose entry of any interim or final relief in favor of any
Class Member in, any other proceedings against any of the Released Defendant Parties which challenges the Settlement or otherwise
involves, directly or indirectly, a Released Plaintiff Claim.


 






    20


     


    

 


I.
Termination of Settlement; Effect of Termination



 


43.
If (a) the Court declines to enter the Scheduling Order in any material respect, (b) the Court declines to enter the Judgment
in any material respect, (c) the Court enters the Judgment or an Alternative Judgment but on or following appellate review, remand,
collateral attack or other proceedings the Judgment or Alternative Judgment is modified or reversed in any material respect, (d)
the Amended MCC Merger Agreement and the Amended MDLY Merger Agreement are not executed on or prior to July 31, 2019 and any Party
elects in writing to terminate this Stipulation, or (e) any of the other conditions of Section F hereof are not satisfied, this
Stipulation shall be canceled and terminated, unless counsel for each of the Parties, within ten (10) business days from receipt
of such ruling or event, agrees in writing with counsel for the other Parties to proceed with this Stipulation and the Settlement,
including only with such modifications, if any, as to which all other Parties in their sole judgment and discretion may agree.
For purposes of this paragraph, an intent to proceed shall not be valid unless it is expressed in a signed writing. Neither a
modification nor a reversal on appeal of the amount of fees, costs and expenses awarded by the Court to Plaintiffs’ Counsel
shall be deemed a material modification of the Judgment or this Stipulation.


 


44. 
If (a) this Stipulation is disapproved, canceled or terminated pursuant to its terms, or (b) the Settlement otherwise does
not become final for any reason, then the Class Payment deposited into the Account, less any Notice and Administration Costs
paid, incurred or due consistent with this Stipulation, shall be refunded (pro rata as applicable) to the Stipulating
Defendants (or their insurers or successors) within ten (10) business days after such disapproval, cancellation or
termination.


 


45. 
If the Effective Date does not occur, or if this Stipulation is disapproved, canceled or terminated pursuant to its terms,
or the Settlement otherwise does not become final for any reason, all of the Parties and SIC shall be deemed to have reverted
to their respective litigation status immediately prior to their entry into this Stipulation, and they shall proceed in all
respects as if the Stipulation had not been executed and the related orders had not been entered, and in that event all of
their respective claims and defenses as to any issue in the Action or the Federal Action shall be preserved without
prejudice, except that Paragraph 12 of this Stipulation (under the heading “Governance Agreement”), the
Governance Agreement and Paragraph 64 of this Stipulation shall survive the termination of this Stipulation. In the event the
Effective Date does not occur, or this Stipulation is disapproved, canceled or terminated pursuant to its terms, or the
Settlement otherwise does not become final for any reason, Defendants reserve the right to pursue the Federal Action or to
oppose certification of any plaintiff class in any future proceedings (including, but not limited to, in any proceedings in
the Action).


 






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J.
Miscellaneous Provisions



 


46. 
All of the Exhibits attached hereto are material and integral parts hereof and shall be incorporated by reference as though fully
set forth herein.


 


47. 
This Stipulation may not be amended or modified, nor may any of its provisions be waived, except by a written instrument signed
by counsel for all Parties or their successors-in-interest.


 


48. 
The headings herein are used for the purpose of convenience only and are not meant to have legal effect.


 


49. 
Plaintiffs, on behalf of themselves and the Settlement Class, and Stipulating Defendants, on behalf of themselves and the other
Released Defendant Parties, agree not to assert, whether or not for attribution, that the Action was brought or prosecuted by
Plaintiffs or defended by Defendants in bad faith or without a reasonable basis. Plaintiffs, on behalf of themselves and the Settlement
Class, and Stipulating Defendants, on behalf of themselves and the other Released Defendant Parties, further agree not to assert,
whether or not for attribution, that the Federal Action was brought or prosecuted by MCC or defended by Plaintiffs, in bad faith
or without a reasonable basis. The Parties represent and agree that the terms of the Settlement were negotiated at arm’s
length and in good faith by the Parties, and reflect a settlement that was reached voluntarily based upon adequate information
and sufficient discovery and after consultation with experienced legal counsel.


 


50. 
Each Party denies any and all allegations of wrongdoing, fault, liability or damage in the Action or the Federal Action. The
Parties covenant and agree that neither this Stipulation, nor the fact or any terms of the Settlement, or any communications
relating thereto, is evidence, or an admission or concession by any Party or their counsel, Class Member, or any other
Released Defendant Party or Released Plaintiff Party, of any fault, liability or wrongdoing whatsoever, as to any facts or
claims alleged or asserted in the Action or the Federal Action, or any other actions or proceedings, or as to the validity or
merit of any of the claims or defenses alleged or asserted in any such action or proceeding. This Stipulation is not a
finding or evidence of the validity or invalidity of any claims or defenses in the Action or the Federal Action, any
wrongdoing by any Party, Class Member or other Released Defendant Party or Released Plaintiff Party, or any damages or injury
to any Party, Class Member or other Released Defendant Party or Released Plaintiff Party. Neither this Stipulation, nor any
of the terms and provisions of this Stipulation, nor any of the negotiations or proceedings in connection therewith, nor any
of the documents or statements referred to herein or therein, nor the Settlement, nor the fact of the Settlement, nor the
Settlement proceedings, nor any statements in connection therewith, (a) shall (i) be argued to be, used or construed as,
offered or received in evidence as, or otherwise constitute an admission, concession, presumption, proof, evidence, or a
finding of any liability, fault, wrongdoing, injury or damages, or of any wrongful conduct, acts or omissions on the part of
any of the Released Defendant Parties or Released Plaintiff Parties, or of any infirmity of any defense, or of any damage to
Plaintiffs or any other Class Member, or (ii) otherwise be used to create or give rise to any inference or presumption
against any of the Released Defendant Parties or Released Plaintiff Parties concerning any fact or any purported liability,
fault, or wrongdoing of the Released Defendant Parties or Released Plaintiff Parties or any injury or damages to any person
or entity, or (b) shall otherwise be admissible, referred to or used in any proceeding of any nature, for any purpose
whatsoever; provided, however, that (i) the Stipulation and/or Judgment or Alternative Judgment may be
introduced in any proceeding, whether in the Court or otherwise, as may be necessary to argue and establish that the
Stipulation and/or Judgment or Alternative Judgment has res judicata, collateral estoppel or other issue or claim
preclusion effect or to otherwise consummate or enforce the Settlement and/or Judgment or Alternative Judgment or to secure
any insurance rights or proceeds of any of the Released Defendant Parties or Released Plaintiff Parties, and (ii) the
foregoing shall not prohibit any Party from making any statement or disclosure required under the federal securities laws or
other applicable laws (including to comply with any subpoena or other legal process from any governmental or regulatory
authority with competent jurisdiction over the relevant Party) or stock exchange regulations.


 






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51. 
The consummation of the Settlement as embodied in this Stipulation shall be under the authority of the Court, and the Court shall
retain jurisdiction for the purpose of entering orders regarding an award of attorneys’ fees and expenses to Plaintiffs’
Counsel and enforcing the terms of this Stipulation.


 


52. 
To the extent permitted by law, all agreements made and orders entered during the course of the Action relating to the confidentiality
of documents or information shall survive this Stipulation.


 


53. 
The waiver by any Party of any breach of this Stipulation by any other Party shall not be deemed a waiver of any other prior or
subsequent breach of any provision of this Stipulation by any other Party.


 


54. 
The Parties acknowledge and agree that (i) any breach of this Stipulation will result in immediate and irreparable injury for
which there is no adequate remedy available at law; and (ii) in addition to any other remedies available, specific performance
and injunctive relief are appropriate remedies to compel performance of this Stipulation.


 


55. 
This Stipulation and the Governance Agreement, together with the exhibits and appendices hereto and the schedules thereto,
contain the entire agreement and understanding of the Parties with respect to the subject matter hereof and thereof and
supersede any and all prior and contemporaneous agreements, memoranda, arrangements and understandings, both written and
oral, among the Parties, or any of them, with respect to the subject matter hereof and thereof. A breach of Section 2,
Section 3 or Section 5 of the Governance Agreement by any Party shall also constitute a breach of this Stipulation. No
representations, warranties or inducements have been made to or relied upon by any Party concerning this Stipulation or its
Exhibits or Appendices, other than the representations, warranties and covenants expressly set forth in such
documents.


 


56. 
This Stipulation may be executed in one or more counterparts, including by facsimile and electronic mail.


 


57. 
The Parties and their respective counsel of record agree that they will use their best efforts to obtain all necessary approvals
of the Court required by this Stipulation (including, but not limited to, using their reasonable efforts to resolve any objections
raised to the Settlement).


 


58. 
Plaintiffs’ Counsel and Stipulating Defendants’ Counsel agree to cooperate fully with one another and use reasonable
efforts in seeking Court approval of the Scheduling Order, this Stipulation, and the Settlement, and to promptly agree upon and
execute all such other documentation as may be reasonably required to obtain final approval by the Court of the Settlement.


 


59.
Plaintiffs and Plaintiffs’ Counsel represent and warrant that Plaintiffs are members of the Settlement Class and that
none of Plaintiffs’ claims or causes of action referred to in this Stipulation has been assigned, encumbered, or
otherwise transferred in any manner in whole or in part.


 






    23


     


    

 


60. 
Each counsel signing this Stipulation represents and warrants that such counsel has been duly empowered and authorized to sign
this Stipulation on behalf of his or her clients.


 


61. 
This Stipulation shall not be construed more strictly against one Party than another merely by virtue of the fact that it, or
any part of it, may have been prepared by counsel for one of the Parties, it being recognized that it is the result of arm’s
length negotiations between and among the Parties, and all Parties have contributed substantially and materially to the preparation
of this Stipulation.


 


62. 
Should any part of this Stipulation be rendered or declared invalid by a court of competent jurisdiction, such invalidation of
such part or portion of this Stipulation should not invalidate the remaining portions thereof, and they shall remain in full force
and effect.


 


63. 
This Stipulation is and shall be binding upon and shall inure to the benefit of the Released Defendant Parties and the Released
Plaintiff Parties (including the Class Members) and the respective legal representatives, heirs, executors, administrators, transferees,
successors and assigns of all such foregoing persons and entities and upon any corporation, partnership, or other entity into
or with which any Party may merge, consolidate or reorganize.


 


64. 
This Stipulation, the Settlement, and any and all disputes arising out of or relating in any way to this Stipulation or
Settlement, whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the
State of Delaware, without regard to conflicts of law principles. Any action or proceeding arising out of or relating in any
way to this Stipulation or the Settlement, or to enforce any of the terms of the Stipulation or Settlement, shall (i) be
brought, heard and determined exclusively in the Court, which shall retain jurisdiction over the Parties and all such
disputes (provided that, in the event that subject matter jurisdiction is unavailable in the Court, then any such action or
proceeding shall be brought, heard and determined exclusively in any other state or federal court sitting in Wilmington,
Delaware), and (ii) shall not be litigated or otherwise pursued in any forum or venue other than the Court (or, if subject
matter jurisdiction is unavailable in the Court, then in any forum or venue other than any other state or federal court
sitting in Wilmington, Delaware). Each Party hereto (1)  consents to personal jurisdiction in any such action (but
in no other action) brought in this Court; (2) consents to service of process by registered mail upon such Party and/or such
Party’s counsel; and (3) waives any objection to venue in this Court and any claim that Delaware or this Court is an
inconvenient forum.


 


65.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY  CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF THIS
AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A)  NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION,
(B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH
PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED
IN THIS PARAGRAPH.


 






    24


     


    

  





	
        ABRAMS & BAYLISS LLP

          

        /s/ A. Thompson Bayliss                              

        A. Thompson Bayliss (#4379)

        Daniel J. McBride (#6305)

        20 Montchanin Road, Suite 200

        Wilmington, Delaware 19807

        (302) 778-1000

         
	 	
        MORRIS, NICHOLS, ARSHT & TUNNELL LLP

          

                                                               

        

        William M. Lafferty (#2755)

        John P. DiTomo (#4850)

        Daniel T. Menken (#6309)

        Aubrey J. Morin (#6568)

        1201 N. Market Street

        Wilmington, DE 19801

        (302) 658-9200

	Counsel for Plaintiffs FrontFour Capital Group LLC and FrontFour Master Fund, Ltd.	 	Counsel for Defendants Brook Taube, Seth Taube, Jejf Tonkel, Medley Management Inc., MCC Advisors LLC, Medley Group LLC, Medley LLC, and Medley Capital Corporation
	 	 	 
	OF COUNSEL	 	OF COUNSEL
	 	 	 
	
         Lori Marks-Esterman

        Adrienne M. Ward

        Nicholas S. Hirst

        OLSHAN FROME WOLOSKY LLP

        1325 Avenue of the Americas

        New York, NY 10019

        (212) 451-2300
	 	
        Jason Halper

        Nathan Bull

        Adam Magid

        Matthew Karlan

        CADWALADER, WICKERSHAM &

        TAFTLLP

        200 Liberty Street

        New York, New York 10281

        (212) 504-6300 

         

        Counsel for Defendants Brook Taube,

        Seth Taube, Jejf Tonkel, Medley Management Inc.,
        MCC Advisors LLC, Medley Group LLC, and Medley LLC





  






    25


     


    

 





	
        ABRAMS & BAYLISS LLP

          

        /s/ A. Thompson Bayliss                                   

        A. Thompson Bayliss (#4379)

        Daniel J. McBride (#6305)

        20 Montchanin Road, Suite 200

        Wilmington, Delaware 19807

        (302) 778-1000

        Counsel for Plaintiffs FrontFour

        Capital Group LLC and FrontFour

        Master Fund, Ltd.

         

        OF COUNSEL

         

        Lori Marks-Esterman

        Adrienne M. Ward

        Nicholas S. Hirst

        OLSHAN FROME WOLOSKY LLP

        1325 Avenue of the Americas

        New York, NY 10019

        (212) 451-2300

         

         

         
	
        MORRIS, NICHOLS, ARSHT & TUNNELL LLP

          

        /s/ John P. DiTomo                                        

        William M. Lafferty (#2755)

        John P. DiTomo (#4850)

        Daniel T. Menken (#6309)

        Aubrey J. Morin (#6568)

        1201 N. Market Street

        Wilmington, DE 19801

        (302) 658-9200

        Counsel for Defendants Brook Taube, Seth Taube,
        Jeff Tonkel, Medley Management Inc., MCC Advisors LLC, Medley Group LLC, Medley LLC, and Medley Capital Corporation

         

        OF COUNSEL 

         

        Jason Halper

        Nathan Bull

        Adam Magid

        Matthew Karlan

        CADWALADER, WICKERSHAM & TAFT LLP

        200 Liberty Street

        New York, New York 10281

        (212) 504-6300

        Counsel for Defendants Brook Taube, Seth Taube,
        Jeff Tonkel, Medley Management Inc., MCC Advisors LLC, Medley Group LLC, and Medley LLC

          

        ROSS ARONSTAM & MORITZ LLP

          

        /s/ Garrett B. Moritz                                             

        Garrett B. Moritz (#5646)

        Eric D. Selden (#4911)

        S. Michael Sirkin (#5389)

        100 South West Drive, Suite 400

        Wilmington, DE 19801

        (302) 576-1600

        Counsel for Defendants Mark Lerdal, Karin Hirtler-Garvey,
        John Mack, and Arthur S. Ainsberg

         

        OF COUNSEL 

         

        Alan R. Friedman

        Samantha V. Ettari

        Jared I. Heller

        KRAMER LEVIN NAFTALIS & FRANKEL LLP

        1177 Avenue of the Americas​

        New York, New York 10036​

        (212) 715-9100





  






    26


     


    

  


EXHIBIT
A


 


IN
THE COURT OF CHANCERY OF THE STATE OF DELAWARE


 


	
         

        IN RE MEDLEY CAPITAL CORPORATION STOCKHOLDER LITIGATION
	
        )

        )

        )

        )

        )
	
         

         

        CONS. C.A. No. 2019-0100-KSJM








  


SCHEDULING
ORDER


 


Certain
of the parties to the above-captioned action (the “Action”), having applied pursuant to Delaware Court of Chancery
Rule 23(e) for an order approving the settlement of the Action in accordance with the Stipulation and Agreement of Compromise
and Settlement entered into by those parties on July 29, 2019 (the “Stipulation”), and for dismissal of the Action
on the merits with prejudice upon the terms and conditions set forth in the Stipulation (the “Settlement”); the Stipulation
contemplating certification by this Court of a Settlement Class in the Action; and the Court having read and considered the Stipulation
and accompanying documents; and all parties having consented to the entry of this Order,


 


NOW,
THEREFORE, this              day
of                         _, 2019, upon
application of the parties, IT IS HEREBY ORDERED that:


 


1. 
Except for terms defined herein, the Court adopts and incorporates the definitions in the Stipulation for purposes of this Order.


 


2. 
For purposes of settlement only, the Action shall be maintained as a non-opt-out class action under Court of Chancery Rules 23(a)
and 23(b)(1) and (b)(2) on behalf of the following class (the “Settlement Class”):


 


Any
and all record holders and beneficial owners of MCC common stock at any time during the Settlement Class Period, together
with their successors and assigns, but excluding Stipulating Defendants, their Immediate Family, SIC and any person, firm,
trust, corporation, joint venture, partnership, foundation or other entity related to or affiliated with any of the
Stipulating Defendants, members of their Immediate Families or SIC. “Settlement Class Period” means the period
between and including August 9, 2018, and the later of the (i) the Closing, (ii) the consummation of any transaction based on
a Superior Proposal (as defined in the Amended MCC Merger Agreement), and (iii) the termination of the Amended MCC Merger
Agreement.


 






    27


     


    

 


3. 
The Court preliminarily appoints Plaintiffs as class representatives for the Settlement Class. The Court preliminarily appoints
Plaintiffs’ Counsel as counsel for the Settlement Class.


 


4.
A hearing (the “Settlement Hearing”) will be held on                        ,
2019, at      :            .m., in the Court of Chancery, New Castle County Courthouse, 500 North King
Street, Wilmington, Delaware, 19801, to: (a) determine whether to certify the Settlement Class as a non- opt-out class pursuant
to Court of Chancery Rule 23(a), 23(b)(1) and 23(b)(2); (b) determine whether the Court should approve the Settlement as fair,
reasonable and adequate; (c) determine whether Plaintiffs and Plaintiffs’ Counsel have adequately represented the interests
of the Settlement Class in the Action; (d) determine whether final judgment should be entered dismissing the Action and the Released
Plaintiffs’ Claims as to the Released Defendant Parties with prejudice as against Plaintiffs and the Settlement Class, releasing
the Released Plaintiffs’ Claims, and barring and enjoining prosecution of any and all Released Plaintiffs’ Claims
(as provided in the Stipulation); (e) hear and determine any objections to the Settlement; (f) consider the application by Plaintiffs’
Counsel for attorneys’ fees and reimbursement of expenses; and (g) rule on such other matters as the Court may deem appropriate.


 


5. 
The Court may adjourn and reconvene the Settlement Hearing, including the consideration of the application for attorneys’
fees, without further notice to Class Members other than by oral announcement at the Settlement Hearing or any adjournment thereof.


 


6. 
The Court may approve the Settlement, according to the terms and conditions of the Stipulation, as it may be modified by the
parties thereto, with or without further notice to Class Members. Further, the Court may render its final judgment dismissing
the Action and the Released Plaintiffs’ Claims with prejudice (as provided in the Stipulation), approving releases by
Plaintiffs and the Settlement Class of claims against the Released Defendant Parties, and ordering the payment of
attorneys’ fees and expenses, all without further notice.


 


7. 
The Court approves, in form and substance, the Notice of Pendency and Proposed Settlement of Class Action (the “Notice”)
substantially in the form attached as Exhibit B to the Stipulation, and the Summary Notice of Pendency and Proposed Settlement
of Class Action (the “Summary Notice”) substantially in the form attached as Exhibit C to the Stipulation. The Court
finds that the mailing of the Notice in substantially the manner set forth in paragraph 8 of this Order and the publication of
the Summary Notice in substantially the manner set forth in paragraph 9 of this Order constitute the best notice practicable under
the circumstances to all persons entitled to such notice of the Settlement Hearing and the proposed Settlement, and meets the
requirements of Court of Chancery Rule 23 and of due process.


 


8. 
No later than thirty (30) days from the date of this Order, and at least sixty (60) days before the Settlement Hearing, Plaintiffs’
Counsel shall cause the Notice to be mailed by United States mail, first class, postage pre-paid, to each person who is shown
on the records of MCC, its successors in interest or their respective transfer agents, to be a record owner of any shares of common
stock of MCC (the “Shares”) at any time between and including August 9, 2018 and the date of the entry of this Order,
at his, her or its last known address appearing in the stock transfer records maintained by or on behalf of MCC. All record holders
in the Settlement Class who were not also the beneficial owners of any Shares held by them of record shall be requested in the
Notice to forward the Notice to such beneficial owners of those Shares. Plaintiffs’ Counsel shall use reasonable efforts
to give notice to such beneficial owners by causing additional copies of the Notice (a) to be made available to any record holder
who, prior to the Settlement Hearing, requests the same for distribution to beneficial owners, or (b) to be mailed to beneficial
owners whose names and addresses are received from record owners.


 






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9.
No later than forty (40) days from the date of this Order, Plaintiffs’ Counsel shall cause the Summary Notice to
be published once in Investor’s Business Daily.


 


10. 
At least twenty (20) business days prior to the Settlement Hearing, the parties shall file any opening briefs in support of the
proposed Settlement, and Plaintiffs’ Counsel shall file their application for an award of attorneys’ fees and expenses,
including any supporting affidavits.


 


11. 
At least ten (10) business days prior to the date of the Settlement Hearing, the Defendants shall file any opposition to the application
for an award of attorneys’ fees and expenses filed by Plaintiffs’ Counsel, including any supporting affidavits.


 


12. 
At least ten (10) business days prior to the date of the Settlement Hearing, Plaintiffs’ Counsel shall file with the Court
proof of mailing of the Notice and proof of publication of the Summary Notice.


 


13. 
At least five (5) business days prior to the date of the Settlement Hearing, Plaintiffs’ Counsel shall file any reply in
support of their application for an award of attorneys’ fees and expenses.


 


14. 
At the Settlement Hearing, any Class Member who desires to do so may appear personally or by counsel, and show cause, if
any, why the Settlement Class should not be permanently certified pursuant to Court of Chancery Rules 23(a) and 23(b)(1) and
(b)(2) as a non- opt-out settlement class; why the settlement of the Action in accordance with and as set forth in the
Stipulation should not be approved as fair, reasonable and adequate and in the best interests of the Settlement Class; why
the Judgment should not be entered in accordance with and as set forth in the Stipulation; or why the Court should not grant
an award of reasonable attorneys’ fees and expenses to Plaintiffs’ Counsel for their services and actual expenses
incurred in the Action; provided, however, that unless the Court in its discretion otherwise directs, no Class
Member, or any other person, shall be entitled to contest the approval of the terms and conditions of the Settlement or (if
approved) the Judgment to be entered thereon, or any award of fees and expenses to Plaintiffs’ Counsel, and no papers,
briefs, pleadings or other documents submitted by any Class Member or any other person (excluding a party to the Stipulation)
shall be received or considered, except by order of the Court for good cause shown, unless, no later than fifteen (15)
business days prior to the Settlement Hearing, such person files with the Register in Chancery, Court of Chancery, 500 North
King Street, Wilmington, DE, 19801, and serves upon the attorneys listed below: (a) a written notice of intention to appear;
(b) proof of membership in the Settlement Class; (c)  a detailed statement of objections to any matter before the Court;
and (d) the grounds therefore or the reasons for wanting to appear and be heard, as well as all documents or writings the
Court shall be asked to consider. These writings must also be served, on or before such filing with the Court, by hand or
overnight mail upon the following attorneys:


 


	A. Thompson Bayliss

                                                       Abrams & Bayliss LLP


20 Montchanin Road, Suite 200


Wilmington, DE 19807


(302) 778-1000




	 	John P. DiTomo


Morris, Nichols, Arsht & Tunnell LLP

1201
N. Market Street


Wilmington, DE 19801


(302) 658-9200








 


13. 
Any person who fails to object in the manner described above shall be deemed to have waived the right to object (including any
right of appeal) and shall be forever barred from raising such objection in this or any other action or proceeding. Class Members
who do not object need not appear at the Settlement Hearing or take any other action to indicate their approval.


 


14. 
All proceedings in the Action, other than proceedings as may be necessary to carry out the terms and conditions of the Stipulation,
shall remain stayed and suspended until further order of this Court.


 


	 	 	 
	 	 	Vice Chancellor McCormick











 






    29


     


    

 


EXHIBIT
B


 


IN
THE COURT OF CHANCERY OF THE STATE OF DELAWARE


 


	 

         

        IN
        RE MEDLEY CAPITAL

        CORPORATION STOCKHOLDER

        LITIGATION
	)

        

        )

        

        )

        

        )

        

        )
	CONS.
C.A. No. 2019-0100-KSJM



  


NOTICE
OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION


 


		TO:	ANY
AND ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF MEDLEY CAPITAL CORPORATION COMMON STOCK AT ANY TIME BETWEEN AND INCLUDING AUGUST
9, 2018 AND THE PRESENT, TOGETHER WITH THEIR SUCCESSORS AND ASSIGNS, EXCEPT FOR THOSE PERSONS AND ENTITIES EXCLUDED FROM THE SETTLEMENT
CLASS DEFINED BELOW.



 


PLEASE
READ ALL OF THIS NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY THE LEGAL PROCEEDINGS IN THIS ACTION. IF THE COURT APPROVES
THE PROPOSED SETTLEMENT DESCRIBED BELOW, YOU WILL BE FOREVER BARRED FROM CONTESTING THE FAIRNESS OF THE PROPOSED SETTLEMENT OR
PURSUING THE RELEASED PLAINTIFFS’ CLAIMS (AS DEFINED HEREIN) AGAINST THE RELEASED DEFENDANT PARTIES (AS DEFINED HEREIN).


 


IF
YOU HELD MCC COMMON STOCK FOR THE BENEFIT OF OTHERS, READ THE SECTION BELOW ENTITLED “INSTRUCTIONS TO BROKERS AND OTHERS
WHO HELD FOR THE BENEFIT OF OTHERS.”


 


		I.	PURPOSE
OF NOTICE




 


The
purpose of this Notice is to inform you of the proposed settlement (the “Settlement”) of the above- captioned lawsuit
(the “Action”) pending in the Court of Chancery of the State of Delaware (the “Court”). Pursuant to the
Settlement, FrontFour Capital Group LLC (“FFCG”) and FrontFour Master Fund, Ltd. (“FFMF”) (collectively,
“Plaintiffs”), on their own behalf and on behalf of the Settlement Class, have agreed to dismiss with prejudice their
claims against Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, Arthur S. Ainsberg, Medley
Management, Inc. (“MDLY”), Medley Capital Corporation (“MCC”), MCC Advisors LLC, Medley Group LLC, and
Medley LLC (collectively, “Stipulating Defendants”), which relate to certain transactions pursuant to which (i) MCC
would merge with and into Sierra Income Corporation (“SIC”), with SIC continuing as the surviving company in the merger,
and (ii) MDLY would merge with and into Sierra Management, Inc., a wholly owned subsidiary of SIC (“Merger Sub”),
with Merger Sub continuing as the surviving company in the merger (collectively, the “Transactions”).


 


In
consideration of the Settlement, Stipulating Defendants have agreed to amend the previously announced Agreement and Plan of
Merger, dated August 9, 2018, by and between MCC and SIC (the “MCC Merger Agreement,” and, as amended, the
“Amended MCC Merger Agreement”), establish a settlement fund in the event that the Closing (as defined in the
Stipulation) occurs, and take other actions described herein. Also in connection with the Settlement, Plaintiffs and MCC have
entered into a Governance Agreement dated July 29, 2019 (the “Governance Agreement”) as set forth
herein.


 






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This
Notice also informs you of the Court’s preliminary certification of the Settlement Class for purposes of the Settlement,
and notifies you of your right to participate in a hearing to be held on [●], 2019, at the New Castle County Courthouse, 500 North
King Street, Wilmington, Delaware 19801 (the “Settlement Hearing”) to determine whether the Court should approve the
Settlement as fair, reasonable and adequate and in the best interests of the Settlement Class, whether Plaintiffs and the law
firms of Abrams & Bayliss LLP and Olshan Frome Wolosky LLP (“Plaintiffs’ Counsel”) have adequately represented
the interests of the Settlement Class in the Action, and to consider other matters, including a request by Plaintiffs’ Counsel
for an award of attorney’s fees and reimbursement of expenses incurred in connection with the prosecution of the Action.


 


The
parties have agreed for purposes of this Settlement only that the Action shall be preliminarily maintained as a non-opt-out class
action under Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2) on behalf of a Settlement Class consisting of:


 


Any
and all record holders and beneficial owners of MCC common stock at any time during the Settlement Class Period, together with
their successors and assigns, but excluding Stipulating Defendants, their Immediate Family, SIC and any person, firm, trust, corporation,
joint venture, partnership, foundation or other entity related to or affiliated with any of the Stipulating Defendants, members
of their Immediate Families or SIC.


 


“Settlement
Class Period” means the period between and including August 9, 2018, and the later of the (i) the Closing, (ii) the consummation
of any transaction based on a Superior Proposal (as defined in the Amended MCC Merger Agreement), and (iii) the termination of
the Amended MCC Merger Agreement.


 


“Immediate
Family” means an individual’s spouse, parents, siblings, children, grandparents, grandchildren; the spouses of his
or her parents, siblings and children; and the parents and siblings of his or her spouse, and includes step and adoptive relationships.
In this paragraph, “spouse” shall mean a husband, a wife, or a partner in a state-recognized domestic partnership
or civil union.


 


At
the Settlement Hearing, among other things, the Court will consider whether the Settlement Class should be finally certified under
Court of Chancery Rule 23 and whether Plaintiffs and Plaintiffs’ Counsel have adequately represented the Class. Further
details of the Settlement Hearing are set forth herein.


 


This
Notice describes the rights you may have under the Settlement and what steps you may, but are not required to, take in relation
to the Settlement.


 


If
the Court approves the Settlement, the parties to the Settlement (the “Parties”) will ask the Court at the Settlement
Hearing to enter an Order dismissing all claims asserted in the Action with prejudice on the merits.


 


If
you are a member of the Settlement Class (a “Class Member”), you will be bound by any judgment entered in the Action
whether or not you actually receive this Notice. You may not opt out of the Class.


 


THE
FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT. IT IS BASED ON STATEMENTS OF THE PARTIES AND SHOULD NOT BE
UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS TO THE MERITS OF ANY OF THE CLAIMS OR DEFENSES RAISED BY ANY OF
THE PARTIES.


 


		II.	BACKGROUND
OF THE ACTION




 


On
August 9, 2018, SIC, MCC, and MDLY issued a joint press release concerning definitive agreements pursuant to which (i) MCC would,
on the terms and subject to the conditions set forth in the MCC Merger Agreement, merge with and into SIC, with SIC continuing
as the surviving company in the merger (the “MCC Merger”), and (ii) MDLY would, on the terms and subject to the conditions
set forth in the Agreement and Plan of Merger, dated as of August 9, 2018, by and between MDLY, SIC, and Merger Sub (the “MDLY
Merger Agreement”), merge with and into Merger Sub, with Merger Sub continuing as the surviving company in the merger (the
“MDLY Merger”).


 


On
August 15, 2018, SIC, MCC, and MDLY filed the MCC Merger Agreement and MDLY Merger Agreement with the U.S. Securities and Exchange
Commission (“SEC”) as exhibits to Current Reports on Form 8-K.


 


On
December 21, 2018, SIC, MCC, and MDLY filed with the SEC a joint definitive proxy statement/prospectus in connection with the
Transactions (the “Definitive Proxy Statement”).


 


On
January 11, 2019, FFCG commenced an action in the Court of Chancery, captioned FrontFour Capital Group LLC, et al. v. Medley
Capital Corporation, No. 2019-0021-KSJM (Del. Ch.), seeking inspection of certain of MCC’s books and records pursuant
to 8 Del. C. § 220 in connection with the Transactions.


 






    31


     


    

 


On
January 16, 2019, Stephen Altman commenced an action in the Court of Chancery, captioned Stephen Altman v. Medley Capital Corporation,
No. 2019-0031-KSJM (Del. Ch.), seeking inspection of certain of MCC’s books and records pursuant to 8 Del. C.
§ 220 in connection with the Transactions.


 


On
February 5, 2019, SIC, MCC, and MDLY filed with the SEC definitive additional solicitation materials on Schedule 14A containing
certain supplemental disclosures in connection with the Transactions (the “Proxy Supplement”).


 


On
February 11, 2019, FFCG and FFMF commenced a purported stockholder class action in the Court of Chancery, captioned FrontFour
Capital Group LLC, et al. v. Brook Taube, et al., No. 2019-0100- KSJM (Del. Ch.) (the “FrontFour Action”), against
the Stipulating Defendants and SIC (collectively, “Defendants”). On February 12, 2019, FFCG and FFMF filed a Verified
Amended Complaint for Injunctive Relief (the “Complaint”).


 


The
Complaint alleged that Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, and Arthur S. Ainsberg
(the “Individual Defendants”) breached their fiduciary duties to MCC stockholders in connection with the Transactions.
The Complaint also alleged that MDLY, SIC, MCC Advisors LLC, Medley Group LLC, and Medley LLC aided and abetted those alleged
breaches of fiduciary duties, and it sought to enjoin the vote of MCC stockholders on the Transactions and enforcement of certain
provisions of the MCC Merger Agreement and to compel a curative sale process and additional disclosures.


 


On
March 6, 2019, MCC commenced an action in the United States District Court for the Southern District of New York, captioned Medley
Capital Corporation v. FrontFour Capital Group LLC, et al., No. 1:19-cv-02055-LTS (S.D.N.Y.), against FFCG, FFMF,
FrontFour Capital Corporation, FrontFour Opportunity Fund, David A. Lorber, Stephen E. Loukas, Zachary R. George
(collectively, “FrontFour”), Moab Capital Partners, LLC (“Moab”), HFR Asset Management, L.L.C.
(“HFR”), and NexPoint Advisors, L.P. (“NexPoint,” together with FrontFour, Moab, and HFR, the
“Federal Defendants”), alleging that the Federal Defendants were engaging in an illegal solicitation of
MCC’s stockholders in connection with the Transactions in violation of federal securities laws (the “Federal
Action”). MCC sought damages and injunctive relief to prevent the Federal Defendants from continuing their alleged
illegal solicitation of MCC’s stockholders.


 


The
Court held a trial on the claims in the FrontFour Action on March 6-7, 2019 and issued a Memorandum Opinion on March 11, 2019
(the “Decision”), which it subsequently revised on March 22, 2019.


 


On
March 20, 2019, Altman commenced a purported stockholder class action by filing a complaint (the “Altman Complaint”)
in the Court of Chancery, captioned Stephen Altman v. Brook Taube, et al., No. 2019-0219-KSJM (Del. Ch.) (the “Altman
Action”), against Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, and Arthur S. Ainsberg.


 


The
Altman Complaint alleged that the defendants in the Altman Action breached their fiduciary duties to MCC stockholders in connection
with the Transactions, including by approving adjournments of the vote of the MCC stockholders on the Transactions and issuing
allegedly false and misleading disclosures regarding the reasons for those adjournments.


 


On
April 8, 2019, pursuant to a stipulation of all parties to the FrontFour Action and the Altman Action, the Court consolidated
the Altman Action with the FrontFour Action, appointed the plaintiffs in the FrontFour Action as lead plaintiffs in the Action,
appointed counsel to the plaintiffs in the FrontFour Action as lead plaintiffs’ counsel in the Action, and designated the
Complaint as the operative complaint in the Action.


 


Following
the Court’s issuance of the Decision, the Parties engaged in extensive, arm’s length negotiations and reached an agreement
in principle to finally and fully settle the claims against the Stipulating Defendants. The final Settlement is memorialized in
the Stipulation and Agreement of Compromise and Settlement (the “Stipulation”) dated July 29, 2019.


 






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		III.	THE
BENEFITS OF THE SETTLEMENT


 


In
consideration of the Settlement, the Parties have implemented or have agreed to implement the following actions:


 


	 	1.	Changes
    to MCC Board of Directors


 


On
April 15, 2019, David A. Lorber and Lowell W. Robinson were appointed to the board of directors of MCC (the “MCC Board”),
to the classes of directors up for election in 2021 and 2020, respectively, with Messrs. Lorber and Robinson each being entitled
to the same advancement and indemnification rights and insurance coverage as the other members of the MCC Board. In addition,
the MCC Board added Messrs. Lorber and Robinson to MCC’s special committee of independent directors (the “MCC Special
Committee”), with Mr. Lorber serving as Chair of the MCC Special Committee. Mr. Lorber also was appointed as a member of
the nominating and corporate governance committee and the compensation committee of the MCC Board, and Mr. Robinson was appointed
as a member of the audit committee of the MCC Board.


 


	 	2.	Corrective Disclosures


 


Stipulating
Defendants and Plaintiffs shall work in good faith to agree, as soon as reasonably practicable, upon supplemental disclosures
that MCC shall disseminate consistent with the Court’s Decision, and which will also clarify that the echo voting of MCC
stock deemed to be controlled by MCC management in connection with the Transactions will be calculated without regard to broker
non-votes and abstentions.


 


	 	3.	Waiver of Standstills


 


Stipulating
Defendants have waived any standstill or similar agreement with MDLY or its affiliates that would otherwise still be in effect
as of the date hereof, such that any such agreement will not inhibit or restrict such person or entity’s participation in
MCC’s exploration of strategic alternatives.


 


	 	4.	Merger Agreement
    Amendment


 


MCC
and SIC have entered into the Amended MCC Merger Agreement attached to the Stipulation as Appendix 1, and, concurrently with the
execution of the Amended MCC Merger Agreement, MDLY, SIC and Merger Sub entered into the Amended MDLY Merger Agreement attached
to the Stipulation as Appendix 2.


 


Among
other terms, the Amended MCC Merger Agreement provides that:


 


	 	●	During
    the period (the “Go-Shop Period”) beginning on the date of the Amended MCC Merger Agreement and continuing until
    12:01 a.m. on the 65th day after the date of the Amended MCC Merger Agreement or, if earlier, the 60th day after the later
    of (x) the date of the Amended MCC Merger Agreement or (y) the date on which an independent investment banker selected by
    the MCC Special Committee is retained by the MCC Special Committee to solicit strategic alternatives for MCC (the “No-Shop
    Period Start Date”):


 


	 	(A)	MCC
    and its representatives shall have the right to directly or indirectly


 


	 	(i)	solicit,
    initiate, propose, cause or induce the making, submission or announcement of, or encourage, facilitate or assist, whether
    publicly or otherwise, any Competing Proposal (as defined in the Amended MCC Merger Agreement) (or any inquiry, proposal or
    offer that could lead to a Competing Proposal),


 


	 	(ii)	subject
    to the entry into, and in accordance with, an Acceptable Confidentiality Agreement (as defined in the Amended MCC Merger Agreement),
    the MCC Special Committee, in its discretion, may furnish to any person (and its representatives and financing sources subject
    to the terms and obligations of such Acceptable Confidentiality Agreement applicable to such person) any non-public information
    relating to MCC or afford to any such person (and such representatives and financing sources) access to the business, properties,
    assets, books, records and other nonpublic information, and to any personnel, of MCC (provided that MCC will provide to SIC
    any information relating to MCC that was not previously provided or made available to SIC prior to or concurrently with the
    time it is furnished to such person, provided that MCC may omit any information to the extent that it would reveal the identity
    of the person making, or any terms or conditions of, the Competing Proposal or inquiry that could reasonably be expected to
    lead to a Competing Proposal being discussed with such person), in any such case with the intent to induce the making, submission
    and announcement of, and to encourage, facilitate and assist, any proposal or inquiry that constitutes, or is reasonably expected
    to lead to, a Competing Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead
    to a Competing Proposal, and





 






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	 	(iii)	engage
    in, enter into, continue, maintain, or otherwise participate in, any discussions or negotiations with any persons (and their
    respective representatives, including potential financing sources) with respect to any Competing Proposal (or inquiries, proposals
    or offers or other efforts that could lead to a Competing Proposal) and cooperate with or assist or participate in or facilitate
    any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any Competing Proposals;
    and


 


	 	(B)	the
    MCC Board shall have the right to make any MCC Adverse Recommendation Change (as defined in the Amended MCC Merger Agreement).


 


	 	●	Any
    third party from whom MCC or any of their respective representatives has received after the date of the MCC Merger Agreement
    and prior to the No- Shop Period Start Date a written Competing Proposal (inclusive of any amendment or modification thereto,
    if delivered prior to the No-Shop Period Start Date) that the MCC Special Committee determines in good faith (such determination
    to be made no later than the No Shop Period Start Date), after consultation with outside legal counsel and its financial advisors,
    constitutes or could reasonably be expected to lead to a Superior Proposal (as defined in the Amended MCC Merger Agreement)
    shall be considered an Excluded Party (as defined in the Amended MCC Merger Agreement) and shall benefit from the go-shop
    provisions set forth in the Amended MCC Merger Agreement; provided that any such third party shall cease to be an Excluded
    Party upon the earlier of (a) 11:59 p.m. (Eastern Time) on the 14th day following the No-Shop Period Start Date and (b) such
    time as such Third Party finally withdraws its Competing Proposal(s); provided, further, that any amendment, supplement or
    modification to a Competing Proposal shall not constitute withdrawal of a Competing Proposal.


 


	 	●	In
    the event that the Amended MCC Merger Agreement is terminated during the Go-Shop Period or prior to the 14th day following
    the No-Shop Period Start Date because the MCC Special Committee has made a recommendation
change resulting from a Superior Proposal by an Excluded Party, MCC will not be obliged to pay a Termination Fee as defined in
the Amended MCC Merger Agreement.


 






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	 	5.	Governance Agreement


 


Plaintiffs
and MCC have entered into the Governance Agreement attached to the Stipulation as Appendix 3.


 


	 	6.	Establishment of
    Settlement Fund


 


In
the event that the Closing occurs, the Parties agree that the Class Payment (as defined below) plus all interest earned thereon
(collectively, the “Settlement Fund”) will be established as set forth in the Stipulation. For the avoidance of doubt,
the Settlement Fund will not be created if the Closing does not occur for any reason, including if MCC, SIC or MDLY determines
to terminate the MCC Merger Agreement or the MDLY Merger Agreement prior to the Closing for any reason whatsoever, including without
limitation in order for MCC to enter into an agreement with respect to a Superior Proposal (as defined in the Amended MCC Merger
Agreement).


 


At
or prior to the Closing, Defendants (except for MDLY) shall cause $17,000,000 in cash (the “Cash Component”) to
be deposited into an escrow account in accordance with the terms of the Amended MCC Merger Agreement. Immediately following
the Closing, Defendants (except for MDLY) shall deposit, or cause to be deposited, the Cash Component and a total of
$30,000,000 in Combined Company Common Stock, the number of shares of which is to be calculated using the pro forma net asset
value reported in the proxy supplement disclosing the Amended MCC Merger Agreement (the “Stock Component,” and
collectively, the “Class Payment”), into an interest-bearing account controlled by Plaintiffs’ Counsel (the
“Account”).


 


As
set forth in the Stipulation and as described below, the Class Payment shall be distributed to the Class Members who hold shares
of MCC common stock at the Closing and therefore are entitled to receive a portion of the consideration available to MCC shareholders
in connection with the MCC Merger, in accordance with the terms of the MCC Merger Agreement (the “Merger Consideration”)
for their shares of MCC common stock owned at the Closing (the “Eligible Shares,” and the owners of those shares,
the “Eligible Class Members”). For the avoidance of doubt, Eligible Class Members exclude all persons and entities
excluded from the Settlement Class as described in the definition of Settlement Class (the “Excluded Stockholders”).


 


Prior
to distribution to Eligible Class Members, the Class Payment shall be used to pay the following costs and expenses, with the
remaining funds constituting the “Net Settlement Amount”: (i) any and all fees, costs and expenses incurred by
the Settlement Administrator, or any other person in connection with providing notice (including postage and any broker
reimbursement costs) to Class Members and administering the Settlement, including all fees, costs and expenses incurred in
connection with issuing payments to members of the Settlement Class (“Notice and Administration Costs”), (ii) any
and all federal, state and/or local taxes of any kind (including any interest or penalties thereon) on any income earned by
the Class Payment after being deposited into the Account (“Taxes”) and the reasonable expenses and costs in
connection with determining the amount of, and paying, any Taxes (including, without limitation, reasonable expenses of tax
attorneys and accountants), and for the preparation, mailing, administration, and distribution costs and expenses relating to
the filing or the failure to file all necessary or advisable tax returns in connection with any Taxes (“Tax
Expenses”), and (iii) any other fees, costs or expenses approved by the Court; provided, however, that
Plaintiffs’ Counsel shall not receive any funds as part of any Taxes, Tax Expenses, or Notice and Administration
Costs


 






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Plaintiffs
shall retain a Settlement Administrator to oversee the administration of the Settlement Fund and distribution of the Net Settlement
Amount. Within five (5) business days of the Closing, the Stipulating Defendants (except for MDLY) shall provide or cause to be
provided to the Settlement Administrator and Plaintiffs’ Counsel, at no cost to the Settlement Fund, Plaintiffs, Plaintiffs’
counsel, or the Settlement Administrator, the following information: (a) the stockholder register from MCC’s transfer agent,
which listing shall include the names and mailing addresses for all registered owners of MCC common stock who or which are entitled
to receive the Merger Consideration at the Closing (the “Eligible Registered Owners”) and the number of Eligible Shares
held by such Eligible Registered Owners; and (b) the names and mailing addresses for each of the Excluded Stockholders and the
number of shares of MCC common stock beneficially owned by the Excluded Stockholders (the “Excluded Shares”)[, and
the account information (including financial institution and account numbers where the Excluded Shares were held) for such Excluded
Stockholders]. In addition to the foregoing, Plaintiffs’ Counsel may request from Stipulating Defendants (except for MDLY)
any additional information as may be required to distribute the Net Settlement Amount to Eligible Class Members and to ensure
that the Net Settlement Amount is paid only to Eligible Class Members and not to Excluded Stockholders.


 


The
Stipulating Defendants (except for MDLY) will also obtain from the Depository Trust Company (“DTC”) and its nominee,
Cede & Co. Inc. (“Cede”), the information to be obtained from DTC necessary to facilitate DTC’s distribution
of the Net Settlement Amount to Eligible Beneficial Owners (as defined below) (the “DTC Records”). The DTC Records
shall include, without limitation, an allocation or “chill” report generated by DTC in anticipation of the Transactions
to facilitate the allocation of the Merger Consideration to stockholders. Plaintiffs’ Counsel will use any information obtained
from DTC solely for the purpose of administering the Settlement as set forth in this Stipulation, and not for any other purpose,
and will not disclose any information obtained from DTC to any other party except as necessary to administer the Settlement or
as required by law. Information to be provided to DTC in connection with the distribution of the Net Settlement Amount includes,
without limitation, this Notice and “suppression letters” from DTC participants to which DTC will distribute portions
of the Net Settlement Amount pursuant to the terms of the Stipulation (the “DTC Participants”) concerning the Excluded
Shares, instructing DTC to withhold payment on those Excluded Shares and containing other terms as DTC may reasonably require.


 


The
Net Settlement Amount shall be distributed from the Account by the Settlement Administrator to Eligible Class Members on a pro
rata basis equal to the product of (a) the number of Eligible Shares held by each Eligible Class Member and (b) the
per-share recovery under the Settlement, which will be calculated by dividing the total amount of the Net Settlement Amount
by the total number of Eligible Shares held by all Eligible Class Members (the “Per-Share Recovery”), as promptly
as practicable after all of the following conditions are satisfied: (i) the Class Payment has been deposited into the Account
following the Closing, (ii) the Court of Chancery has entered the Judgment (as defined below) substantially in the form
attached to the Stipulation as Exhibit D, or entered an Alternative Judgment (as defined below) dismissing the Action with
prejudice and providing for the Releases (as defined below) and none of the Parties elects to terminate the Settlement; (iii)
the Judgment or Alternative Judgment, as the case may be, has become Final (as defined below); and (iv) on notice to
Stipulating Defendants’ Counsel, Plaintiffs’ Counsel have applied for, and the Court of Chancery has entered, an
order authorizing the specific distribution of the Net Settlement Amount (the “Class Distribution Order”).
Through the Settlement and the Stipulation, the Parties are not intending to create appraisal rights in connection with the
Transactions, and the Parties have agreed to use their best efforts to obtain an order from the Court of Chancery confirming
that the distribution of the Net Settlement Amount to Eligible Class Members will not give rise to appraisal rights in
connection with the Transactions.


 






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With
respect to MCC common stock held of record by Cede, the Settlement Administrator will cause that portion of the Net Settlement
Amount to be allocated to the ultimate beneficial owner of any shares of MCC common stock at the Closing (the “Eligible
Beneficial Owners,” provided, however, that no Excluded Stockholder may be an Eligible Beneficial Owner), who held their
shares through DTC Participants to be paid to DTC. DTC shall then distribute that portion of the Net Settlement Amount among the
DTC Participants by paying each the Per- Share Recovery times its respective number of shares of MCC common stock reflected on
the DTC allocation report used by DTC to distribute portions of the Net Settlement Amount (for each DTC Participant, the “Closing
Security Position”), using the same mechanism that DTC used to distribute the Merger Consideration and subject to payment
suppression instructions with respect to Excluded Shares. The DTC Participants and their respective customers, including any intermediaries,
shall then ensure pro rata payment to each Eligible Beneficial Owner in accordance with each Eligible Beneficial Owner’s
number of shares of MCC common stock beneficially owned by such Eligible Beneficial Owner as of Closing (for each Eligible Beneficial
Owner, the “Closing Beneficial Ownership Position,” provided, however, that no Excluded Shares may comprise any part
of any Closing Beneficial Ownership Position).


 


With
respect to MCC common stock held of record as of the Closing other than by Cede, as nominee for DTC (a “Closing Non-Cede
Record Position”), the payment with respect to each such Closing Non-Cede Record Position shall be made by the Settlement
Administrator from the Net Settlement Amount directly to the record owner of each Closing Non-Cede Record Position in an amount
equal to the Per-Share Recovery times the number of shares of MCC common stock comprising such Closing Non-Cede Record Position.


 


For
the avoidance of doubt, to the extent that any record owner, any DTC Participants, or their respective customers, including any
intermediaries, took or permitted actions that had the effect of increasing the number of shares of MCC common stock entitled
to payment of the Merger Consideration, whether through permitted naked short-selling or the cash settlement of short positions
or through any other means (“Increased Merger Consideration Entitlements”), such record owner, DTC Participants, or
their respective customer (including intermediaries) shall be responsible for paying to the ultimate beneficial owners of such
Increased Merger Consideration Entitlements an amount equal to the Per-Share Recovery times the number of the Increased Merger
Consideration Entitlements.


 


For
the avoidance of doubt, a person or entity who acquired shares of MCC common stock on or before the Closing but had not settled
those shares at Closing (“Non-Settled Shares”) shall be treated as an Eligible Beneficial Owner with respect to those
Non-Settled Shares (except for the Excluded Shares), and a person who sold those Non-Settled Shares on or before the Closing shall
not be treated as an Eligible Beneficial Owner with respect to those Non-Settled Shares.


 


Payment
from the Net Settlement Amount made pursuant to and in the manner set forth above shall be deemed conclusive of compliance with
the Stipulation.


 






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The
Stipulating Defendants and any other Excluded Stockholder shall not have any right to receive any part of the Settlement
Fund for his, her or its own account(s) (i.e., accounts for which he, she or it is a beneficial owner, holds a
proprietary interest or controls), or any additional amount based on any claim relating to the fact that Settlement proceeds
are being received by any other stockholder, in each case under any theory, including but not limited to contract,
application of statutory or judicial law, or equity.


 


In
the event that any payment from the Net Settlement Amount is undeliverable or in the event a check is not cashed by the stale
date (i.e., more than six months from the check’s issue date), the DTC Participants or the holder of a Closing Non-Cede
Record Position shall follow their respective policies with respect to further attempted distribution or escheatment.


 


All
Taxes and Tax Expenses shall be paid out of the Settlement Fund, and shall be timely paid by Plaintiffs’ Counsel without
further order of the Court. Any tax returns prepared for the Settlement Fund (as well as the election set forth therein) shall
be consistent with the Stipulation and in all events shall reflect that all Taxes on the income earned by the Class Payment shall
be paid out of the Settlement Fund, as provided herein. Stipulating Defendants shall not be liable for any Taxes, Tax Expenses,
or income taxes owed by any Class Member.


 


	IV.	RELEASES


 


The
Stipulation provides that upon the Effective Date (defined below), Plaintiffs and all Class Members, on behalf of themselves,
their legal representatives, heirs, executors, administrators, estates, predecessors, successors, predecessors-in-interest, successors-in-interest
and assigns, and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them, shall thereupon
fully, finally and forever, release, settle and discharge the Released Defendant Parties (defined below) from and with respect
to every one of the Released Plaintiffs’ Claims (defined below), and shall thereupon be forever barred and enjoined from
commencing, instituting or prosecuting any Released Plaintiffs’ Claims against any of the Released Defendant Parties.


 


As
set forth in the Stipulation:


 


	 	1.	“Effective
    Date” means the first date by which all of the events and conditions specified in Section F of the Stipulation have
    occurred and been met (or have been waived in a writing signed by the Party for whose benefit the conditions exist).


 


	 	2.	“Judgment”
    means the Order and Final Judgment to be entered in the Action substantially in the form attached as Exhibit D to the Stipulation.


 






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	 	3.	“Final,”
    when referring to the Judgment, means entry of the Judgment, the expiration of any time for appeal or review of the Judgment,
    or, if any appeal is filed and not dismissed or withdrawn, after the Judgment is upheld on appeal in all material respects
    and is no longer subject to review upon appeal or other review, and the time for any petition for reargument, appeal or review
    of the Judgment or any order affirming the Judgment has expired; or, in the event that the Court enters a judgment in a form
    other than the form attached to the Stipulation as Exhibit D (“Alternative Judgment”) and none of the Parties
    elects to terminate the Stipulation, the expiration of any time for appeal or review of the Alternative Judgment, or if an
    appeal is filed and not dismissed or withdrawn, after the Alternative Judgment is upheld on appeal in all material respects
    and is no longer subject to review upon appeal or other review, and the time for any petition for reargument, appeal or review
    of the Alternative Judgment or any order affirming the Alternative Judgment has expired; provided, however, that any
    disputes or appeals relating solely to the amount, payment or allocation of Plaintiffs’ Counsel’s attorneys’
    fees and expenses shall have no effect on finality for purposes of determining the date on which the Judgment or an Alternative
    Judgment becomes Final and shall not otherwise prevent,
limit or otherwise affect the effectiveness of the Judgment or an Alternative Judgment or prevent, limit, delay or hinder entry
of the Judgment or an Alternative Judgment.


 


	 	4.	“Released
    Defendant Parties” means (i) any and all of the Stipulating Defendants; (ii) the Stipulating Defendants’ Immediate
    Family members, and respective past or present direct or indirect affiliates, associates, members, partners, partnerships,
    investment funds, subsidiaries, parents, predecessors, successors, officers, directors, employees, agents, representatives,
    advisors, financial or investment advisors (including the financial advisor to the MCC Special Committee), insurers, and attorneys
    (including Stipulating Defendants’ Counsel); and (iii) the legal representatives, heirs, executors, administrators,
    predecessors, successors, predecessors- in-interest, successors-in-interest and assigns of any of the foregoing.


 


	 	5.	“Immediate
    Family” means an individual’s spouse, parents, siblings, children, grandparents, grandchildren; the spouses
    of his or her parents, siblings and children; and the parents and siblings of his or her spouse, and includes step and adoptive
    relationships. In this paragraph, “spouse” shall mean a husband, a wife, or a partner in a state-recognized domestic
    partnership or civil union.


 


	 	6.	“Stipulating
    Defendants’ Counsel” means the law firms of Morris, Nichols, Arsht & Tunnel LLP; Cadwalader, Wickersham
    & Taft LLP; Ross Aronstam & Moritz LLP; and Kramer Levin Naftalis & Frankel LLP.


 


	 	7.	“Released
    Plaintiffs’ Claims” means all Claims that were or could have been asserted in the Action, including, without
    limitation, all Claims arising out of or relating to (i) alleged mismanagement of MCC; (ii) the Transactions (including any
    actions, deliberations and negotiations relating thereto); (iii) the MCC Merger Agreement, the Amended MCC Merger Agreement,
    the MDLY Merger Agreement, and the Amended MDLY Merger Agreement (including any actions, deliberations and negotiations relating
    thereto); (iv) the disclosures regarding the Transactions; (v) the fiduciary duties or obligations of the Stipulating Defendants
    in connection with the review of strategic alternatives available to MCC; (vi) the vote or any adjournment of the vote of
    MCC stockholders on the MCC Merger; and (vii) proxy solicitation efforts in connection with the votes of the MCC stockholders
    on the MCC Merger. Released Plaintiffs’ Claims shall also include all Claims arising out of or relating to the prosecution
    and settlement of the Federal Action. Notwithstanding the foregoing, the Released Plaintiffs’ Claims shall not include
    claims to enforce the Stipulation or the Governance Agreement.


 


	 	8.	“Claims”
    mean any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages, costs, debts, expenses,
    interest, penalties, fines, sanctions, fees, attorneys’ fees, expert or consulting fees, actions, potential actions,
    causes of action, suits, agreements, judgments, decrees, matters, issues and controversies of any kind, nature or description
    whatsoever, whether disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured
    or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent, which now exist, or heretofore
    or previously existed, including known claims and Unknown Claims, whether direct, derivative, individual, class, representative,
    legal, equitable or of any other type, or in any other capacity, whether based on state, local, foreign, federal, statutory,
    regulatory, common or other law or rule (including but not limited to any claims under federal or state securities law, federal
    or state antitrust law, or under state disclosure law or any claims that could be asserted derivatively on behalf of MCC).


 






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	 	9.	“Closing”
    means the consummation of the Transactions.


 


	 	10.	“Unknown
    Claims” means any and all Released Plaintiffs’ Claims which Plaintiffs or any other Class Member does not
    know or suspect to exist in his, her, or its favor at the time of the release of the Released Plaintiffs’ Claims against
    the Released Defendant Parties, which if known by him, her or it, might have affected his, her or its decision(s) with respect
    to the Settlement, and any and all Released Defendants’ Claims which any Stipulating Defendant or any other Released
    Defendant Party does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Defendants’
    Claims against the Released Plaintiff Parties, which if known by him, her, or it might have affected his, her, or its decision(s)
    with respect to the Settlement. With respect to any and all Released Plaintiffs’ Claims and Released Defendants’
    Claims, the Parties have stipulated and agreed that upon the Effective Date, Plaintiffs and Stipulating Defendants shall expressly
    waive, and each of the Class Members shall be deemed to have, and by operation of the Judgment or Alternative Judgment that
    becomes Final shall have expressly, waived, relinquished and released any and all provisions, rights and benefits conferred
    by any law of any state or territory of the United States or other jurisdiction, or principle of common law or foreign law,
    which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides:


 


A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR OR RELEASED PARTY.


 


Plaintiffs
and Stipulating Defendants have acknowledged, and the other Class Members by operation of law shall be deemed to have acknowledged,
that they may discover facts in addition to or different from those now known or believed to be true with respect to the Released
Plaintiffs’ Claims and the Released Defendants’ Claims, but that it is the intention of Plaintiffs and Stipulating
Defendants, and by operation of law the other Class Members, to completely, fully, finally and forever extinguish any and all
Released Plaintiffs’ Claims and Released Defendants’ Claims, known or unknown, suspected or unsuspected, which now
exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different
facts. Plaintiffs and Stipulating Defendants have acknowledged, and the other Class Members by operation of law shall be deemed
to have acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Plaintiffs’ Claims
was separately bargained for and was a key element of the Settlement.


 


The
Stipulation also provides that upon the Effective Date, each of the Stipulating Defendants, on behalf of themselves, their legal
representatives, heirs, executors, administrators, estates, predecessors, successors, predecessors-in-interest, successors-in-interest
and assigns, and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them, shall thereupon
fully, finally and forever, release, settle and discharge the Released Plaintiff Parties (defined below) from and with respect
to every one of the Released Defendants’ Claims (defined below), and shall thereupon be forever barred and enjoined from
commencing, instituting or prosecuting any of the Released Defendants’ Claims against any of the Released Plaintiff Parties.


 






    40


     


    

 


As
set forth in the Stipulation:


 


		1.	“Released
Plaintiff Parties” means (i) any and all of Plaintiffs, FrontFour and their respective past or present direct or indirect
affiliates, associates, members, managers, partners, partnerships, investment funds, subsidiaries, parents, predecessors, successors,
officers, directors, employees, agents, representatives, advisors, financial or investment advisors, insurers, and attorneys (including
Plaintiffs’ Counsel); (ii) the legal representatives, heirs, executors, administrators, predecessors, successors, predecessors-in-interest,
successors-in- interest and assigns of any of the foregoing; and (iii) all other Class Members.





 


		2.	“Released
Defendants’ Claims” means all Claims that were or could have been asserted in the Action, including, without limitation,
all Claims arising out of or relating to (i) alleged mismanagement of MCC; (ii) the Transactions (including any actions, deliberations
and negotiations relating thereto); (iii) the MCC Merger Agreement, the Amended MCC Merger Agreement, the MDLY Merger Agreement,
and the Amended MDLY Merger Agreement (including any actions, deliberations and negotiations relating thereto); (iv) the disclosures
regarding the Transactions; (v) the fiduciary duties or obligations of the Stipulating Defendants in connection with the review
of strategic alternatives available to MCC; (vi) the vote or any adjournment of the vote of MCC stockholders on the MCC Merger;
and (vii) proxy solicitation efforts in connection with the votes of the MCC stockholders on the MCC Merger. Released Defendants’
Claims shall also include all Claims arising out of or relating to the prosecution and settlement of the Action and all Claims
that were or could have been asserted in the Federal Action, provided, however, that the Released Defendants’ Claims shall
not include any Claims that were or could have been asserted in the Federal Action against any of the Highland Parties (as defined
in the Stipulation). Notwithstanding the foregoing, the Released Defendants’ Claims shall not include claims to enforce
the Stipulation or the Governance Agreement.


 


		V.	REASONS
FOR THE SETTLEMENT


 


Plaintiffs’
Counsel have conducted an investigation and pursued discovery relating to the claims and the underlying events and transactions
alleged in the Action. Plaintiffs’ Counsel have analyzed the evidence adduced during their investigation, through discovery
and at trial, and have researched the applicable law with respect to Plaintiffs and the Settlement Class. In negotiating and evaluating
the terms of the Stipulation, Plaintiffs’ Counsel considered the significant legal and factual defenses to Plaintiffs’
claims, including the possibility of appeal of the Decision. Plaintiffs and Plaintiffs’ Counsel have received sufficient
information to evaluate the merits of this proposed Settlement. Based upon their evaluation, Plaintiffs and Plaintiffs’
Counsel have determined that the Settlement set forth in the Stipulation is fair, reasonable and adequate and in the best interests
of all Class Members, and that it confers substantial benefits upon the Class Members.


 


Stipulating
Defendants deny any and all allegations of wrongdoing, fault, liability or damage to Plaintiffs or to other Class Members; deny
that they engaged in, committed or aided or abetted the commission of any breach of duty, wrongdoing or violation of law; deny
that Plaintiffs or any of the other Class Members suffered any damage whatsoever; deny that they acted improperly in any way;
believe that they acted properly at all times; maintain that they complied with their fiduciary duties; maintain that they have
complied with federal and state securities laws; and maintain that they have committed no disclosure violations or any other breach
of duty or wrongdoing whatsoever in connection with the Transactions.


 


The
Parties have entered into the Stipulation solely to eliminate the uncertainties, burden and expense of further litigation. Nothing
in the Stipulation shall be construed as any admission by any of the Parties of wrongdoing, fault, liability, or damages whatsoever.


 






    41


     


    

 


		VI.	APPLICATION
FOR ATTORNEY’S FEES AND EXPENSES


 


Plaintiffs’
Counsel will apply to the Court for a collective award of attorney’s fees to Plaintiffs’ Counsel which shall be
no greater than [●]. Plaintiffs’ Counsel also will apply to the Court for reimbursement of litigation expenses paid or
incurred by Plaintiffs’ Counsel or advanced by Plaintiffs of no more than [●]. As of the execution of the Stipulation,
the Parties have not discussed the amount of any application by Plaintiffs’ Counsel for an award of attorney’s
fees and expenses. Stipulating Defendants reserve all rights and all grounds to object to, oppose, consent to, or take no
position on the amount of fees and expenses sought by Plaintiffs’ Counsel.


 


The
Parties have agreed that any fees and expenses awarded by the Court to Plaintiffs’ Counsel shall be paid by MCC or its successor
and shall not be paid out of the Class Payment or Settlement Fund.


 


		VII. 	CLASS
ACTION DETERMINATION


 


For
purposes of this Settlement, the Court has ordered that the Action shall be preliminarily maintained as a non-opt-out class, pursuant
to Court of Chancery Rules 23(b)(1) and (b)(2), consisting of the Settlement Class Members.


 


		VIII. 	SETTLEMENT
HEARING


  


The
Court has scheduled a Settlement Hearing, which will be held on [●], 2019 at [●] (the “Settlement Hearing Date”),
in the Court of Chancery, New Castle County Courthouse, 500 North King Street, Wilmington, Delaware 19801 to: (a) determine whether
to certify a Settlement Class consisting of the persons and entities described above as a non-opt-out class pursuant to Court
of Chancery Rules 23(b)(1) and 23(b)(2); (b) determine whether the Court should approve the Settlement as fair, reasonable and
adequate and in the best interests of the Settlement Class; (c) determine whether Plaintiffs and Plaintiffs’ Counsel have
adequately represented the interests of the Settlement Class in the Action; (d) determine whether final judgment should be entered
dismissing the Action and the Released Plaintiffs’ Claims as to the Released Defendant Parties with prejudice and barring
and enjoining prosecution of any and all Released Plaintiffs’ Claims (as provided in the Stipulation); (e) hear and determine
any objections to the Settlement; (f) consider the application by Plaintiffs’ Counsel for attorney’s fees and reimbursement
of expenses; and (g) rule on such other matters as the Court may deem appropriate.


 


The
Court has reserved the right to adjourn and reconvene the Settlement Hearing, including the hearing on the application for attorney’s
fees and expenses, without further notice to Class Members other than oral announcement at the Settlement Hearing. The Court has
also reserved the right to approve the Settlement at or after the Settlement Hearing with such modification(s) as may be consented
to by the parties to the Stipulation and without further notice to the Settlement Class.


 






    42


     


    

 


		IX.	RIGHT
TO APPEAR AND OBJECT


 


Any
member of the Settlement Class who objects to the Settlement and/or the Order and Final Judgment to be entered by the Court,
and/or Plaintiffs’ Counsel’s application for attorney’s fees and expenses, or otherwise wishes to be heard,
may appear personally or by counsel at the Settlement Hearing and present any evidence or argument that may be proper and
relevant; provided, however, that no member of the Settlement Class may be heard and no papers or briefs submitted by or on
behalf of any member of the Settlement Class shall be received and considered, except by Order of the Court for good cause
shown, unless, no later than fifteen (15) business days prior to the Settlement Hearing, such person files in this Action
with the Register in Chancery, Court of Chancery, 500 North King Street, Wilmington, DE, 19801: (a) a written notice of
intention to appear; (b) proof of membership in the Settlement Class; (c) a detailed statement of objections to any matter
before the Court; and (d) the grounds therefore or the reasons for wanting to appear and be heard, as well as all documents
or writings the Court shall be asked to consider. These writings must also be served, on or before such filing with the Court,
by hand or overnight mail upon the following attorneys:


 


	 	A. Thompson Bayliss

                           Abrams & Bayliss LLP


20 Montchanin Road, Suite 200


Wilmington, DE 19807


(302) 778-1000




	 	John P. DiTomo


Morris, Nichols, Arsht & Tunnell LLP

1201
N. Market Street


Wilmington, DE 19801


(302) 658-9200











 


Any
Class Member who does not object to the Settlement or the request by Plaintiffs’ Counsel for an award of attorney’s
fees and expenses need not take any action with respect to this Notice or this Settlement.


 


Unless
the Court otherwise directs, no person will be entitled to object to the approval of the Settlement, the judgment to be entered
in the Action, or the fee and expense application, nor will he, she or it otherwise be entitled to be heard, except by filing
a written objection as described above.


 


Any
person who fails to object in the manner described above shall be deemed to have waived the right to object (including the right
to appeal) and will be forever barred from raising such objection in this or any other action or proceeding.


 


		X.	INTERIM
STAY


 


The
Parties have agreed to maintain the stay previously entered in the Action and to stay and not to initiate any other proceedings
other than those incident to the Settlement itself pending the occurrence of the Effective Date. The Parties also have agreed
to use their reasonable efforts to seek the stay and dismissal of, and to oppose entry of any interim or final relief in favor
of any Class Member in, any other proceedings against any of the Released Defendant Parties which challenges the Settlement or
otherwise involves, directly or indirectly, a Released Plaintiff Claim.


 


		XI.	ORDER
AND JUDGMENT OF THE COURT


 


If
the Court determines that the Settlement, as provided for in the Stipulation, is fair, reasonable, adequate and in the best interests
of the Settlement Class, the Court will enter an Order and Final Judgment, which will, among other things:


 


		a.	Determine
that the form and manner of notice of the Settlement was the best notice practicable under the circumstances and fully complied
with each of the requirements of due process, Delaware Court of Chancery Rule 23 and applicable law;


 


		b.	Determine
that, for settlement purposes only, the Action is a proper class action pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1)
and 23(b)(2), and finally certify the Settlement Class;


 


		c.	Determine
that all members of the Settlement Class are bound by the Order and Final Judgment;


 


		d.	Determine
that the Settlement is fair, reasonable, adequate, and in the best interests of the Settlement Class;


 






    43


     


    

 


		e.	Dismiss
the Action with prejudice, on the merits and without costs (except as provided in the Stipulation);


 


		f.	Fully,
finally and forever release, settle and discharge the Released Defendant Parties from and with respect to every one of the Released
Plaintiffs’ Claims;


 


		g.	Bar
and enjoin Plaintiffs and any Class Members from instituting, commencing, or prosecuting any and all Released Plaintiffs’
Claims against any Released Defendant Parties; and


 


		h.	Award
Plaintiffs’ Counsel such attorney’s fees and expenses as the Court deems fair and reasonable.


 


		i.	Provide
that the Order and Final Judgment, including the release of all Released Plaintiffs’ Claims against all Released Defendant
Parties, shall have res judicata and other preclusive effect in all pending and future lawsuits, arbitrations or other proceedings
maintained by or on behalf of the Plaintiffs or any other Class Members, as well as any and all of their respective successors-in-interest,
successors, predecessors-in-interest, predecessors, representatives, trustees, executors, administrators, estates, heirs, assigns
or transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under, any of them.


 


If
the Effective Date does not occur, or if the Stipulation is disapproved, canceled or terminated pursuant to its terms, or the
Settlement otherwise does not become final for any reason, all of the Parties and SIC shall be deemed to have reverted to their
respective litigation status immediately prior to their entry into the Stipulation, and they shall proceed in all respects as
if the Stipulation had not been executed and the related orders had not been entered, and in that event all of their respective
claims and defenses as to any issue in the Action or the Federal Action shall be preserved without prejudice, except that, as
set forth more fully in the Stipulation, the Governance Agreement and certain paragraphs of the Stipulation shall survive the
termination of the Stipulation. In the event the Effective Date does not occur, or the Stipulation is disapproved, canceled or
terminated pursuant to its terms, or the Settlement otherwise does not become Final for any reason, Stipulating Defendants reserve
any and all rights to pursue the Federal Action or to oppose certification of any plaintiff class in any future proceedings (including,
but not limited to, in any proceedings in the Action).


 


		XII. 	INSTRUCTIONS
TO BROKERS AND OTHERS WHO HELD FOR THE BENEFIT OF OTHERS


 


Brokerage
firms, banks and/or other persons or entities who held shares of MCC common stock for the benefit of others are requested to immediately
send this Notice to all such beneficial owners. If additional copies of the Notice are needed for forwarding to such beneficial
owners, any requests for such additional copies or provision of a list of names and mailing addresses of beneficial owners may
be made to:


 


[Contact
Info Of Settlement Administrator]


 






    44


     


    

 


		XIII. 	SCOPE
OF THE NOTICE


 


This
Notice is not all-inclusive. The references in this Notice to the pleadings in the Action, the Stipulation, and other papers
and proceedings are only summaries and do not purport to be comprehensive. For the full details of the Action, claims which
have been asserted by the Parties and the terms and conditions of the Settlement, including a complete copy of the
Stipulation, members of the Settlement Class are referred to the Court files in the Action.


 


You
or your attorney may examine the Court files from the Action during regular business hours of each business day at the office
of the Register in Chancery, New Castle County Courthouse, 500 North King Street, Wilmington, Delaware 19801.


 


Questions
or comments may be directed to counsel for the Plaintiffs:


 


A.
Thompson Bayliss


Abrams & Bayliss LLP





20
Montchanin Road, Suite 200


Wilmington,
Delaware 19807


(302)
778-1000


 


Lori
Marks-Esterman


Olshan Frome Wolosky LLP


1325 Avenue of the Americas


New
York, New York 10019


(212)
451-2300


 


DO
NOT WRITE OR TELEPHONE THE COURT


 


Dated:
[●]


 






    45


     


    

 


EXHIBIT
C


 


IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE


 


	 

         

        IN
        RE MEDLEY CAPITAL CORPORATION STOCKHOLDER LITIGATION
	)

        

        )

        

        )

        

        )

        

        )
	CONS.
                                         C.A. No. 2019-0100-KSJM



  


SUMMARY
NOTICE OF PENDENCY AND 


PROPOSED SETTLEMENT OF CLASS ACTION


 


		TO:	ANY
AND ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF MEDLEY CAPITAL CORPORATION COMMON STOCK AT ANY TIME BETWEEN AND INCLUDING AUGUST
9, 2018 AND THE PRESENT, TOGETHER WITH THEIR SUCCESSORS AND ASSIGNS.



 


PLEASE
READ THIS NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THE COURT OF CHANCERY OF THE STATE
OF DELAWARE.


 


YOU
ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the “Court”), dated
[●], that Plaintiffs and certain Defendants in the above-captioned class action lawsuit (the “Action”),
challenging certain transactions pursuant to which (i) Medley Capital Corporation would merge with and into Sierra Income
Corporation (“SIC”), with SIC continuing as the surviving company in the merger, and (ii) Medley Management Inc.
would merge with and into Sierra Management, Inc., a wholly owned subsidiary of SIC (“Merger Sub”), with Merger
Sub continuing as the surviving company in the merger, have entered into a proposed settlement of the Action (the
“Settlement”). A settlement hearing will be held in the Court of Chancery, New Castle County Courthouse, 500
North King Street, Wilmington, Delaware 19801, on [●] 2019, at [●] (the “Settlement Hearing”) to, among
other things: (a) determine whether to certify a settlement class consisting of the persons and entities described above,
except for certain persons and entities who are excluded from the settlement class by definition, as a non-opt- out class
pursuant to Court of Chancery Rules 23(b)(1) and 23(b)(2) (the “Settlement Class”); (b)  determine whether
the Court should approve the Settlement as fair, reasonable and adequate and in the best interests of the Settlement Class;
(c) determine whether Plaintiffs and Plaintiffs’ Counsel have adequately represented the interests of the
Settlement Class in the Action; (d) determine whether final judgment should be entered dismissing the Action and the Released
Plaintiffs’ Claims as to the Released Defendant Parties with prejudice and barring and enjoining prosecution of any and
all Released Plaintiffs’ Claims (as provided in the Settlement); (e) hear and determine any objections to the
Settlement; (f) consider the application by Plaintiffs’ Counsel for attorneys’ fees and reimbursement of
expenses, and any objections thereto; and (g) rule on such other matters as the Court may deem appropriate.


 






    46


     


    

 


IF
YOU ARE A MEMBER OF THE SETTLEMENT CLASS DESCRIBED ABOVE, YOUR RIGHTS WILL BE AFFECTED BY THE PENDING ACTION AND THE
SETTLEMENT. If you have not yet received the full printed Notice of Pendency and Proposed Settlement of Class Action (the
“Notice”), you may obtain a copy of the Notice by contacting Plaintiffs’ Counsel:


 


Lori
Marks-Esterman


Olshan Frome Wolosky LLP


1325 Avenue of the Americas


New York, New York 10019


 


If
you are a Settlement Class member you will be bound by any judgment entered in the Action. Any objections to the Settlement and/or
application for attorneys’ fees and expenses must be filed with the Court and delivered to all counsel listed in the Notice
such that they are received no later than [●], 2019, in accordance with the instructions set forth in the Notice. Settlement Class
members who do not object need not appear at the Settlement Hearing or take any other action to indicate their approval.


 


PLEASE
DO NOT CONTACT THE COURT OR THE CLERK’S OFFICE REGARDING THIS NOTICE. Inquiries may be made to Plaintiffs’ Counsel:


 


	

        A.
        Thompson Bayliss
	 Lori
Marks-Esterman

	Abrams
    & Bayliss LLP	Olshan
    Frome Wolosky LLP
	20
    Montchanin Road, Suite 200	1325
    Avenue of the Americas
	Wilmington,
    Delaware 19807	New
    York, New York 10019


 


Dated:
                  , 2019


 


BY
ORDER OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE


 






    47


     


    

 


EXHIBIT
D


 


IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE


 





	
         

         

        IN RE MEDLEY CAPITAL

        CORPORATION STOCKHOLDER

        LITIGATION
	
        )

        )

        )

        )

        )
	CONS. C.A. No. 2019-0100-KSJM




   


ORDER
AND FINAL JUDGMENT


 


On
this                   day
of                      ,
2019, a hearing having been held before this Court to determine whether the terms and conditions of the Stipulation and Agreement
of Compromise and Settlement, dated July 29, 2019 (the “Stipulation”), which is incorporated herein by reference,
1 and the terms and conditions of the settlement proposed in the Stipulation (the “Settlement”) are fair,
reasonable and adequate for the settlement of all claims asserted herein; and whether an Order and Final Judgment should be entered
in the above-captioned consolidated class action (the “Action”); and the Court having considered all matters submitted
to it at the hearing and otherwise;


 


NOW,
THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:


 


1. 
The mailing of the Notice of Pendency and Proposed Settlement of Class Action (the “Notice”) pursuant to and in
the manner prescribed in the Scheduling Order entered
on                              ,
2019 (the “Scheduling Order”), which was mailed by first class mail
on                           ,
2019, combined with the publication of the Summary Notice of Pendency and Proposed Settlement of Class Action (the
“Summary Notice”) pursuant to and in the manner prescribed in the Scheduling Order, which was published on                          ,
2019, is hereby determined to be the best notice practicable under the circumstances and in full compliance with Court of
Chancery Rule 23, the requirements of due process and applicable law. It is further determined that all Class Members are
bound by the Order and Final Judgment herein.


 


2. 
The Court finds that the Action is a proper class action pursuant to Court of Chancery Rules 23(a) and 23(b)(1) and (b)(2) and
hereby certifies a non-opt-out Settlement Class as consisting of:


 


Any
and all record holders and beneficial owners of MCC common stock at any time during the Settlement Class Period, together with
their successors and assigns, but excluding Stipulating Defendants, their Immediate Family, SIC and any person, firm, trust, corporation,
joint venture, partnership, foundation or other entity related to or affiliated with any of the Stipulating Defendants, members
of their Immediate Families or SIC.


 


“Settlement
Class Period” means the period between and including August 9, 2018, and the later of the (i) the Closing, (ii) the consummation
of any transaction based on a Superior Proposal (as defined in the Amended MCC Merger Agreement), and (iii) the termination of
the Amended MCC Merger Agreement.


 


“Stipulating
Defendants” means Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E. Mack, Arthur S. Ainsberg,
Medley Management Inc. (“MDLY”), Medley Capital Corporation (“MCC”), MCC Advisors LLC, Medley Group LLC,
and Medley LLC.


 


“Immediate
Family” means an individual’s spouse, parents, siblings, children, grandparents, grandchildren; the spouses of his
or her parents, siblings and children; and the parents and siblings of his or her spouse, and includes step and adoptive relationships.
In this paragraph, “spouse” shall mean a husband, a wife, or a partner in a state-recognized domestic partnership
or civil union.


 


 






1
Capitalized terms (other than proper nouns) that are not defined herein shall have the meanings set forth in the Stipulation.






    48


     


    

 


3. 
Specifically, the Court finds that the Settlement Class satisfies the numerosity requirement of Rule 23(a)(1). As of
December 21, 2018, there were over 54,474,211 shares of common stock (“Shares”) of Medley Capital Corporation
(“MCC”) issued and outstanding which are publicly traded and held by thousands of beneficial owners. There are
common issues of fact and law in the Action sufficient to satisfy Rule 23(a)(2), including whether the disclosures made in
connection with the Transactions were adequate, whether the Stipulating Defendants breached their fiduciary duties to Class
Members (as defined in the Stipulation), whether MDLY, SIC, MCC Advisors LLC, Medley Group LLC, and Medley LLC aided and
abetted these breaches, and whether the Plaintiffs and Class Members were injured as a consequence of Defendants’
actions. The claims of the Plaintiffs’ in the Action are typical of the claims of absent members of the Settlement
Class in that they all arise from the same allegedly wrongful conduct and are based on the same legal theories, satisfying
Rule 23(a)(3). The Plaintiffs and Plaintiffs’ Counsel are adequate representatives of the Settlement Class, satisfying
Rule 23(a)(4). The prosecution of separate actions by individual members of the Settlement Class would create a risk of
inconsistent adjudications which would establish incompatible standards of conduct for Defendants, and, as a practical
matter, the disposition of this Action will influence the disposition of any pending or future identical cases brought by
other members of the Settlement Class, satisfying Rule 23(b)(1); and there were allegations that Defendants acted or refused
to act on grounds generally applicable to the Class, satisfying Rule 23(b)(2).


 


4. 
The Settlement of this Action as provided for in the Stipulation is approved as fair, reasonable and adequate, and in the best
interests of Plaintiffs and the Settlement Class.


 


5. 
The Parties are hereby authorized and directed to consummate the Settlement in accordance with the terms and provisions of the
Stipulation, and the Register in Chancery is directed to enter and docket this Order and Final Judgment.


 


6. 
“Released Defendants’ Claims” means all Claims that were or could have been asserted in the Action,
including, without limitation, all Claims arising out of or relating to (i) alleged mismanagement of MCC; (ii) the
Transactions (including any actions, deliberations and negotiations relating thereto); (iii) the MCC Merger Agreement, the
Amended MCC Merger Agreement, the MDLY Merger Agreement, and the Amended MDLY Merger Agreement (including any actions,
deliberations and negotiations relating thereto); (iv) the disclosures regarding the Transactions; (v) the fiduciary duties
or obligations of the Stipulating Defendants in connection with the review of strategic alternatives available to MCC; (vi)
the vote or any adjournment of the vote of MCC stockholders on the MCC Merger; and (vii) proxy solicitation efforts in
connection with the votes of the MCC stockholders on the MCC Merger. Released Defendants’ Claims shall also include all
Claims arising out of or relating to the prosecution and settlement of the Action and all Claims that were or could have been
asserted in the Federal Action, provided, however, that the Released Defendants’ Claims shall not include
any Claims that were or could have been asserted in the Federal Action against any of the Highland Parties. Notwithstanding
the foregoing, the Released Defendants’ Claims shall not include claims to enforce the Stipulation or the Governance
Agreement.


 


7.
“Released Defendant Parties” means (i) any and all of the Stipulating Defendants; (ii) the Stipulating Defendants’
Immediate Family members, and respective past or present direct or indirect affiliates, associates, members, partners, partnerships,
investment funds, subsidiaries, parents, predecessors, successors, officers, directors, employees, agents, representatives, advisors,
financial or investment advisors (including the financial advisor to the MCC Special Committee), insurers, and attorneys (including
Stipulating Defendants’ Counsel); and (iii) the legal representatives, heirs, executors, administrators, predecessors, successors,
predecessors-in- interest, successors-in-interest and assigns of any of the foregoing.


 






    49


     


    

 


8. 
“Released Plaintiffs’ Claims” means all Claims that were or could have been asserted in the Action,
including, without limitation, all Claims arising out of or relating to (i) alleged mismanagement of MCC; (ii) the
Transactions (including any actions, deliberations and negotiations relating thereto); (iii) the MCC Merger Agreement, the
Amended MCC Merger Agreement, the MDLY Merger Agreement, and the Amended MDLY Merger Agreement (including any actions,
deliberations and negotiations relating thereto); (iv) the disclosures regarding the Transactions; (v) the fiduciary duties
or obligations of the Stipulating Defendants in connection with the review of strategic alternatives available to MCC; (vi)
the vote or any adjournment of the vote of MCC stockholders on the MCC Merger; and (vii) proxy solicitation efforts in
connection with the votes of the MCC stockholders on the MCC Merger. Released Plaintiffs’ Claims shall also include all
Claims arising out of or relating to the prosecution and settlement of the Federal Action. Notwithstanding the foregoing, the
Released Plaintiffs’ Claims shall not include claims to enforce the Stipulation or the Governance Agreement.


 


9. 
“Released Plaintiff Parties” means (i) any and all of Plaintiffs, FrontFour and their respective past or present direct
or indirect affiliates, associates, members, managers, partners, partnerships, investment funds, subsidiaries, parents, predecessors,
successors, officers, directors, employees, agents, representatives, advisors, financial or investment advisors, insurers, and
attorneys (including Plaintiffs’ Counsel); (ii) the legal representatives, heirs, executors, administrators, predecessors,
successors, predecessors-in-interest, successors-in-interest and assigns of any of the foregoing; and (iii) all other Class Members.


 


10. 
“Unknown Claims” means any and all Released Plaintiffs’ Claims which Plaintiffs or any other Class Member
does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Plaintiffs’
Claims against the Released Defendant Parties, which if known by him, her or it, might have affected his, her or its
decision(s) with respect to the Settlement, and any and all Released Defendants’ Claims which any Stipulating Defendant
or any other Released Defendant Party does not know or suspect to exist in his, her, or its favor at the time of the release
of the Released Defendants’ Claims against the Released Plaintiff Parties, which if known by him, her, or it might have
affected his, her, or its decision(s) with respect to the Settlement. With respect to any and all Released Plaintiffs’
Claims and Released Defendants’ Claims, the Parties stipulate and agree that upon the Effective Date, Plaintiffs and
Stipulating Defendants shall expressly waive, and each of the Class Members shall be deemed to have, and by operation of the
Judgment or Alternative Judgment that becomes Final shall have expressly, waived, relinquished and released any and all
provisions, rights and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or
principle of common law or foreign law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which
provides:


 


A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR OR RELEASED PARTY.


 


Plaintiffs
and Stipulating Defendants acknowledge, and the other Class Members by operation of law shall be deemed to have acknowledged,
that they may discover facts in addition to or different from those now known or believed to be true with respect to the Released
Plaintiffs’ Claims and the Released Defendants’ Claims, but that it is the intention of Plaintiffs and Stipulating
Defendants, and by operation of law the other Class Members, to completely, fully, finally and forever extinguish any and all
Released Plaintiffs’ Claims and Released Defendants’ Claims, known or unknown, suspected or unsuspected, which now
exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different
facts. Plaintiffs and Stipulating Defendants acknowledge, and the other Class Members by operation of law shall be deemed to have
acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Plaintiffs’ Claims was separately
bargained for and was a key element of the Settlement.


 






    50


     


    

 


11. 
The Court hereby finds and concludes that the distribution of the Net Settlement Amount (including the Cash Component) from the
Account to Eligible Class Members does not give rise to appraisal rights in connection with the Transactions.


 


12. 
This Action and the Released Plaintiffs’ Claims are hereby dismissed as to the Released Defendant Parties on the merits
and with prejudice, and without costs.


 


13. 
Upon the Effective Date, Plaintiffs and all Class Members, on behalf of themselves, their legal representatives, heirs, executors,
administrators, estates, predecessors, successors, predecessors-in-interest, successors-in-interest and assigns, and any person
or entity acting for or on behalf of, or claiming under, any of them, and each of them, shall thereupon fully, finally and forever,
release, settle and discharge the Released Defendant Parties from and with respect to every one of the Released Plaintiffs’
Claims, and shall thereupon be forever barred and enjoined from commencing, instituting or prosecuting any Released Plaintiffs’
Claims against any of the Released Defendant Parties.


 


14. 
Upon the Effective Date, each of the Stipulating Defendants, on behalf of themselves, their legal representatives, heirs, executors,
administrators, estates, predecessors, successors, predecessors-in-interest, successors-in-interest and assigns, and any person
or entity acting for or on behalf of, or claiming under, any of them, and each of them, shall thereupon fully, finally and forever,
release, settle and discharge the Released Plaintiff Parties from and with respect to every one of the Released Defendants’
Claims, and shall thereupon be forever barred and enjoined from commencing, instituting or prosecuting any of the Released Defendants’
Claims against any of the Released Plaintiff Parties.


 


15. 
Neither this Judgment, the Stipulation, the fact or any terms of the Settlement, nor any communications relating thereto, is evidence,
or an admission or concession by any Party or their counsel, Class Member, or any other Released Defendant Party or Released Plaintiff
Party, of any fault, liability or wrongdoing whatsoever, as to any facts or claims alleged or asserted in the Action or the Federal
Action, or any other actions or proceedings, or as to the validity or merit of any of the claims or defenses alleged or asserted
in any such action or proceeding.


 


16. 
Neither this Judgment nor the Stipulation is a finding or evidence of the validity or invalidity of any claims or defenses in
the Action or the Federal Action, any wrongdoing by any Party, Class Member or other Released Defendant Party or Released Plaintiff
Party, or any damages or injury to any Party, Class Member or other Released Defendant Party or Released Plaintiff Party.


 






    51


     


    

 


17. 
Neither this Judgment, the Stipulation, nor any of the terms and provisions of the Stipulation, nor any of the negotiations
or proceedings in connection therewith, nor any of the documents or statements referred to herein or therein, nor the
Settlement, nor the fact of the Settlement, nor the Settlement proceedings, nor any statements in connection therewith, (a)
shall (i) be argued to be, used or construed as, offered or received in evidence as, or otherwise constitute an admission,
concession, presumption, proof, evidence, or a finding of any liability, fault, wrongdoing, injury or damages, or of any
wrongful conduct, acts or omissions on the part of any of the Released Defendant Parties or Released Plaintiff Parties, or of
any infirmity of any defense, or of any damage to Plaintiffs or any other Class Member, or (ii) otherwise be used to create
or give rise to any inference or presumption against any of the Released Defendant Parties or Released Plaintiff Parties
concerning any fact or any purported liability, fault, or wrongdoing of the Released Defendant Parties or Released Plaintiff
Parties or any injury or damages to any person or entity, or (b) shall otherwise be admissible, referred to or used in any
proceeding of any nature, for any purpose whatsoever; provided, however, that (i) the Stipulation and/or this
Judgment may be introduced in any proceeding, whether in the Court or otherwise, as may be necessary to argue and establish
that the Stipulation and/or Judgment has res judicata, collateral estoppel or other issue or claim preclusion effect or to
otherwise consummate or enforce the Settlement and/or Judgment or to secure any insurance rights or proceeds of any of the
Released Defendant Parties or Released Plaintiff Parties, and (ii) the foregoing shall not prohibit any Party from making any
statement or disclosure required under the federal securities laws or other applicable laws (including to comply with any
subpoena or other legal process from any governmental or regulatory authority with competent jurisdiction over the relevant
Party) or stock exchange regulations.


 


18.
Plaintiffs’ Counsel are hereby awarded attorneys’ fees in the sum of $                      in
connection with the Action, which sum the Court finds to be fair and reasonable, and reimbursement of expenses in the amount of
$                     .
Such sums shall be paid pursuant to the provisions of the Stipulation within five (5) business days of the entry of this Order
and Final Judgment. No counsel representing any Class Member in the Action shall make any further or additional application for
fees and expenses to the Court or any other court.


 


19. 
If the Effective Date does not occur, this Order and Final Judgment shall be rendered null and void and shall be vacated and,
in such event, all orders entered and releases delivered in connection herewith shall be null and void; the Parties and SIC returned,
without prejudice in any way, to their respective litigation positions immediately prior to the execution of the Stipulation.


 


20. 
The binding effect of this Order and Final Judgment and the obligations of Plaintiffs, Class Members and Defendants under the
Settlement shall not be conditioned upon or subject to the resolution of any appeal from this Order and Final Judgment that relates
solely to the issue of Plaintiffs’ Counsel’s (or any other counsel’s) application for an award of attorneys’
fees and expenses.


 


21. 
All Class Members shall be and are deemed bound by the Stipulation and this Order and Final Judgment. This Order and Final Judgment,
including the release of all Released Plaintiffs’ Claims against all Released Defendant Parties, shall have res judicata
and other preclusive effect in all pending and future lawsuits, arbitrations or other proceedings maintained by, or on behalf
of, any of the Plaintiffs or any Class Members, as well as their respective heirs, executors, administrators, estates, predecessors-in-interest,
predecessors, successors-in-interest, successors, and assigns and anyone claiming through or on behalf of any of them.


 


22. 
Without further order of this Court, the Parties may agree in writing to reasonable extensions of time to carry out any of the
provisions of the Stipulation.


 


23. 
Without affecting the finality of this Order and Final Judgment in any way, this Court reserves jurisdiction over all matters
relating to the administration and consummation of the Settlement.


  


	Dated:                               ,
    2019	
	 	Vice
    Chancellor McCormick


 


 




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