0001144204-14-005904 Sample Contracts

Underwriting Agreement
Underwriting Agreement • February 4th, 2014 • Medley Capital Corp • New York

Medley Capital Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (the “Underwriting Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 6,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 900,000 additional shares (the “Optional Shares”) of common stock, $0.001 par value per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Shares”).

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