Exhibit 10.5


 


Second
Amendment to Award Agreement


 


This Second
Amendment to Award Agreement (this “Amendment”) is dated as of
September 23, 2014, between Medley LLC, a Delaware limited liability company (the “Company”), and John D. Fredericks
(“Participant”).


 


RECITALS


 


		A.	Pursuant to that certain Class C Unit Award Agreement under the Amended and Restated Limited Liability Company Agreement of
Medley LLC dated and effective as of December 14, 2012, effective as of June 1, 2013, as amended by the Amendment to Award Agreement
dated as of May 29, 2014 (the “Award Agreement”), the Company granted to Participant 500,000 Class B Units (the “Existing
Units”).



 


		B.	Concurrently herewith, the Members of the Company are entering into the Fourth Amended and Restated Limited Liability Company
Agreement of Medley LLC (the “Amended LLC Agreement”). Any term capitalized but not defined in this Agreement will
have the meaning set forth in the Amended LLC Agreement.



 


NOW, THEREFORE, in consideration of the
premises and agreements of the parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and Participant hereby agree as follows:


 


		1.	Approval of Amended LLC Agreement.  Participant hereby approves the Amended LLC Agreement in the form previously presented
to Participant and attached hereto.



 


		2.	Reclassification of Existing Units. Upon the effectiveness the Amended LLC Agreement (the “Effective Time”),
the Existing Units shall be reclassified as 303,030 Class A Units, which Class A Units are fully vested.



 


		3.	Amendment of Award Agreement. Upon the Effective Time, the Award Agreement shall be amended as follows:



 


		a.	Each of the following sections of the Award Agreement is deleted in its entirety and replaced with “Reserved”:
Section 1, Section 3(c), Section 4, Section 6, Section 8, Section 9(a), Section 9(b) and Section 9(c).



 


		b.	The second sentence of Section 18 of the Award Agreement is deleted in its entirety and replaced with:



 


“The provisions of
Section 11.10 of the LLC Agreement shall apply, mutatis mutandis, to any and all disputes arising out of, relating to or
in connection with this Agreement.”


 




    	 



    	 



    

  


		c.	All references in the Award Agreement to: (i) “Class B Unit” shall refer to “Class A Unit”; (ii) “Class
B Member” shall refer to “Member”; and (iii) “Board of Managers” shall refer to “Managing Member”.



 


		4.	Acknowledgment of Restrictive Covenants Agreement. Participant hereby acknowledges that, in connection herewith, Participant
has entered into a Confidentiality, Non-Interference and Invention Assignment Agreement, dated as of the date hereof, with Medley
Management Inc. 



 


		5.	Ratification. Except as expressly amended and modified under this Amendment, the terms and provisions of the Award Agreement
are hereby ratified and affirmed in their entirety.



 


		6.	Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware.



 


		7.	Counterparts; Headings. This Amendment may be signed in any number of counterparts each of which shall be deemed to
be an original and all of which taken together shall constitute one and the same instrument. Any such counterpart may be executed
by facsimile transmission. Headings in this Amendment are for purposes of reference only and shall not limit or affect the meaning
of the provisions hereof.



 


		8.	Complete Agreement. This Amendment constitutes the entire agreement of the parties with respect to the amendment of
the Award Agreement and all prior or contemporaneous agreements or understandings, verbal or written, with respect thereto are
hereby superseded and merged herein.



 


[Remainder of Page Intentionally
Left Blank]


 




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IN WITNESS WHEREOF, the Company and Participant
have duly executed this Amendment as of the date first written above.


 


	 	PARTICIPANT
	 	 
	 	By:	/s/ John D. Fredericks
	 	Name:	John D. Fredericks
	 	Address for Notices:	216 2nd Street
	 	 	 	Sausalito, CA 94965
	 	 	 	 
	 	MEDLEY LLC
	 	 	 	 
	 	By:	Medley Management Inc., 
	 	 	its Managing Member
	 	 	 
	 	By:	/s/ Brook Taube
	 	Name:	Brook Taube
	 	Title:	Co-Chief Executive Officer and
	 	 	Chief Investment Officer


 


[Signature Page – Award Agreement
Amendment]