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SIERRA INCOME CORPORATION

(SIRR)
Delayed OTC Markets  -  11:34:58 2021-12-02 am EST
5.010 USD   +5009900.00%
2022Sierra Income Corp : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in ..
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2022Sierra Income Corp : Other Events (form 8-K)
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2022Sierra Income Corporation Declares Distribution, Payable on February 18, 2022
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SIERRA INCOME : Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

08/13/2021 | 04:54pm EST
The following discussion and analysis should be read in conjunction with our
financial statements and related notes and other financial information appearing
elsewhere in this annual report on Form 10-K.



Except as otherwise specified, references to "we," "us," "our," or the
"Company," refers to Sierra Income Corporation. "SIC Advisors" or "Adviser"
refers to SIC Advisors LLC, our investment adviser. SIC Advisors is a wholly
owned subsidiary of Medley LLC, which is controlled by Medley Management Inc.,
an asset management firm ("MDLY"), which in turn is controlled by Medley Group
LLC, an entity wholly-owned by the senior professionals of Medley LLC. "Medley"
refers, collectively, to the activities and operations of Medley Capital LLC,
Medley LLC, Medley Management Inc., Medley Group LLC, SIC Advisors, associated
investment funds and their respective affiliates.



Some of the statements in this quarterly report on Form 10-Q constitute
forward-looking statements, which relate to future events or our performance or
financial condition. The forward-looking statements contained in this quarterly
report on Form 10-Q involve risks and uncertainties, including, but not limited
to, statements as to:


• our future operating results;

• our business prospects and the prospects of our portfolio companies;

• changes in laws and regulations, changes in political, economic or industry

conditions, and changes in the interest rate environment or

other conditions affecting the financial and capital markets, including

with respect to changes resulting from or in response to, or potentially

even the absence of changes as a result of, the impact of the COVID-19

pandemic;

• risks associated with possible disruptions in our operations or the economy

generally including the current economic downturn as a result of the impact

of the COVID-19 pandemic;

• the risk that, if the current period of capital markets disruption and

instability continues for an extended period of time, that our stockholders

may not receive distributions, if any, or at historical levels and that a

portion of our distribution in the future may be a return of capital;

• the effect of investments that we expect to make;

• our contractual arrangements and relationships with third parties;

• actual and potential conflicts of interest with SIC Advisors and its

affiliates;

• the dependence of our future success on the general economy and its effect

      on the industries in which we invest;
   •  the ability of our portfolio companies to achieve their objectives;
   •  the use of borrowed money to finance a portion of our investments;
   •  the adequacy of our financing sources and working capital;

• the timing of cash flows, if any, from the operations of our portfolio

companies;

• the ability of SIC Advisors to locate suitable investments for us and to

monitor and administer our investments;

• the ability of SIC Advisors and its affiliates to attract and retain highly

talented professionals;

• our ability to maintain our qualification as a RIC and as a BDC;

• the effect of changes in laws or regulations affecting our operations; and

• uncertainties associated with the impact from the COVID-19 pandemic,

including: its impact on the global and U.S. capital markets, and

the global and U.S. economy; the length and full duration of the COVID-19

outbreak in the United States as well as worldwide and the magnitude of the

economic impact of that outbreak; the effect of the COVID-19 pandemic on

our business prospects and the operational and financial performance of our

portfolio companies, including our and their ability to achieve their

respective objectives; the effect of the disruptions caused by the COVID-19

pandemic on our ability to continue to effectively manage our business and

      our use of borrowed money to finance a portion of our investments




Such forward-looking statements may include statements preceded by, followed by
or that otherwise include the words "trend," "opportunity," "pipeline,"
"believe," "comfortable," "expect," "anticipate," "current," "intention,"
"estimate," "position," "assume," "potential," "outlook," "continue," "remain,"
"maintain," "sustain," "seek," "achieve," and similar expressions, or future or
conditional verbs such as "will," "would," "should," "could," "may," or similar
expressions. The forward-looking statements contained in this quarterly report
involve risks and uncertainties. Our actual results could differ materially from
those implied or expressed in the forward-looking statements for any reason,
including due to the factors set forth in "Risk Factors" in this quarterly
report on Form 10-Q and in Item 1A "Risk Factors" in Part 1 of our Annual Report
on Form 10-K for the fiscal year ended December 31, 2020.



We have based the forward-looking statements included in this report on
information available to us on the date of this report, and we assume no
obligation to update any such forward-looking statements. Actual results could
differ materially from those anticipated in our forward-looking statements, and
future results could differ materially from historical performance. Although we
undertake no obligation to revise or update any forward-looking statements,
whether as a result of new information, future events or otherwise, you are
advised to consult any additional disclosures that we may make directly to you
or through reports that we have filed or in the future may file with the SEC,
including quarterly reports on Form 10-Q, annual reports on Form 10-K, and
current reports on Form 8-K.



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Recent COVID-19 Developments



On March 11, 2020, the World Health Organization declared the novel coronavirus
("COVID-19") as a pandemic, and, on March 13, 2020, the United States declared a
national emergency with respect to COVID-19. The outbreak of COVID-19 has
severely impacted global economic activity and caused significant volatility and
negative pressure in financial markets. The global impact of the COVID-19
outbreak has been rapidly evolving and has led to, and for an unknown period of
time will continue to lead to, disruptions in local, regional, national and
global markets and economies affected thereby, including the United States. Even
after the COVID-19 pandemic subsides, the U.S. economy and most other major
global economies may continue to experience a recession, and we anticipate our
business and operations could be materially adversely affected by a prolonged
recession in the United States and other major markets.



We have been closely monitoring, and will continue to monitor, the COVID-19
pandemic and its impact on all aspects of our business, including how it will
impact our portfolio companies, employees, due diligence and underwriting
processes, and financial markets. In addition, as a result of the adverse
effects of the COVID-19 pandemic and the related disruption and financial
distress, certain portfolio companies may seek to modify their loans from us,
which could reduce the amount or extend the time for payment of principal,
reduce the rate or extend the time of payment of interest, and/or increase the
amount of PIK interest we receive with respect to such investment, among other
things. The effects of the COVID-19 pandemic have also impeded, and may continue
to impede, the ability of certain of our portfolio companies to raise additional
capital and/or pursue asset sales or otherwise execute strategic transactions,
which could have a material adverse effect on the valuation of our investments
in such companies. Portfolio companies operating in certain industries may be
more susceptible to these risks than other portfolio companies in other
industries in light of the effects of the COVID-19 pandemic. Given the rapid
development and fluidity of this situation, we cannot estimate the long-term
impact of COVID-19 on our business, future results of operations, financial
position or cash flows at this time. Further, the operational and financial
performance of the portfolio companies in which we make investments may be
significantly impacted by COVID-19, which may in turn impact the valuation of
our investments. We believe our portfolio companies have taken, and continue to
take, immediate actions to effectively and efficiently respond to the challenges
posed by COVID-19 and related orders imposed by state and local governments,
including developing liquidity plans supported by internal cash reserves, and
shareholder support. The extent to which our operations may be impacted by the
COVID-19 pandemic will depend largely on future developments, which are highly
uncertain and cannot be accurately predicted, including guidance from U.S. and
international authorities, including federal, state and local public health
authorities. Furthermore, the impacts of a potential worsening of global
economic conditions and the continued disruptions to and volatility in the
financial markets remain unknown. COVID-19 presents material uncertainty and
risks with respect to the underlying value of the Company's portfolio companies,
the Company's business, financial condition, results of operations and cash
flows, such as the potential negative impact to financing arrangements,
increased costs of operations, changes in law and/or regulation, and uncertainty
regarding government and regulatory policy.



We have evaluated subsequent events from June 30, 2021 through the filing date
of this quarterly report on Form 10-Q. However, as the discussion in this Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations relates to the Company's financial statements for the quarterly
period ended June 30, 2021, the analysis contained herein may not fully account
for impacts relating to the COVID-19 pandemic. In that regard, for example, as
of June 30, 2021, the Company valued its portfolio investments in conformity
with U.S. GAAP based on the facts and circumstances known by the Company at that
time, or reasonably expected to be known at that time. Due to the overall
volatility that the COVID-19 pandemic has caused during the time that followed
our June 30, 2021 valuation, any valuations conducted now or in the future in
conformity with U.S. GAAP could result in a lower fair value of our portfolio.
The impact to our results going forward will depend to a large extent on future
developments and new information that may emerge regarding the duration of
COVID-19 and the actions taken by authorities and other entities to contain the
coronavirus or treat its impact, all of which are beyond our control.
Accordingly, the Company cannot predict the extent to which its financial
condition and results of operations will be affected at this time.



Overview


We are an externally managed non-diversified closed-end management investment
company that has elected to be treated as a BDC under the 1940 Act. We are
externally managed by SIC Advisors, which is an investment adviser registered
with the SEC under the Advisers Act. SIC Advisors is responsible for sourcing
potential investments, conducting due diligence on prospective investments,
analyzing investment opportunities, structuring investments and monitoring our
portfolio on an ongoing basis. In addition, we have elected, and intend to
qualify annually to be treated, for U.S. federal income tax purposes, as a RIC
under Subchapter M of the Code.



Under our Investment Advisory Agreement, we pay SIC Advisors a base management
fee as well as an incentive fee based on our investment performance. Also, under
the Administration Agreement, we reimburse Medley for the allocable portion of
overhead and other expenses incurred by Medley Capital LLC in performing its
obligations under the Administration Agreement, including our allocable portion
of the costs of compensation and related expenses of our Chief Compliance
Officer, Chief Financial Officer and their respective staffs.



We intend to meet our investment objective by primarily lending to, and
investing in, the debt of privately owned U.S. middle market companies, which we
define as companies with annual revenue between $50 million and $1 billion. We
intend to focus primarily on making investments in first lien senior secured
debt, second lien secured debt, and to a lesser extent, subordinated debt, of
middle market companies in a broad range of industries. We expect that the
majority of our debt investments will bear interest at floating interest rates,
but our portfolio may also include fixed-rate investments. We will originate
transactions sourced through SIC Advisors' existing network, and, to a lesser
extent, expect to acquire debt securities through the secondary market. We may
make equity investments in companies that we believe will generate appropriate
risk adjusted returns, although we do not expect such investments to be a
substantial portion of our portfolio.



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The level of our investment activity depends on many factors, including the
amount of debt and equity capital available to prospective portfolio companies,
the level of merger, acquisition and refinancing activity for such portfolio
companies, the availability of credit to finance transactions, the general
economic environment and the competitive environment for the types of
investments we make. The precise timing of our investment activity will depend
on the availability of investment opportunities that are consistent with our
investment objectives and strategies.



As a BDC, we are required to comply with certain regulatory requirements. For
instance, we generally have to invest at least 70% of our total assets in
"qualifying assets," including securities of private or thinly traded public
U.S. companies, cash, cash equivalents, U.S. government securities and
high-quality debt investments that mature in one year or less. In addition, we
are only allowed to borrow money such that our asset coverage, as defined in the
1940 Act, equals at least 200% (or 150% if certain requirements under the 1940
Act are met) after such borrowing, with certain limited exceptions. To maintain
our RIC tax treatment, we must meet specified source-of-income and asset
diversification requirements. To be eligible for RIC tax treatment under
Subchapter M for U.S. federal income tax purposes, we must distribute at least
90% of our net ordinary income and realized net short-term capital gains in
excess of realized net long-term capital losses, if any, for the taxable year.



Revenues

We generate revenue in the form of interest on the debt securities that we hold
and distributions and capital gains on other interests that we acquire in our
portfolio companies. We expect that the senior debt we invest in will generally
have stated terms of three to ten years and that the subordinated debt we invest
in will generally have stated terms of five to ten years. Our senior and
subordinated debt investments bear interest at a fixed or floating rate.
Interest on debt securities is generally payable monthly, quarterly or
semiannually. In addition, some of our investments provide for deferred interest
payments or PIK interest. The principal amount of the debt securities and any
accrued but unpaid interest generally will become due at the maturity date. In
addition, we may generate revenue in the form of commitment and other fees in
connection with transactions. OIDs and market discounts or premiums will be
capitalized, and we will accrete or amortize such amounts as interest income. We
will record prepayment premiums on loans and debt securities as fee income.
Dividend income, if any, will be recognized on an accrual basis to the extent
that we expect to collect such amounts.



Expenses


Our primary annual operating expenses consist of the payment of advisory fees
and the reimbursement of expenses under our Investment Advisory Agreement with
SIC Advisors and our Administration Agreement with Medley Capital LLC. We bear
other expenses, which include, among other things:



• corporate, organizational and offering expenses relating to offerings of

our common stock, subject to limitations included in our Investment

          Advisory Agreement;
     •    the cost of calculating our NAV, including the related fees and cost of
          any third-party valuation services;
     •    the cost of effecting sales and repurchases of shares of our common
          stock and other securities;
     •    fees payable to third parties relating to, or associated with,
          monitoring our financial and legal affairs, making investments, and
          valuing investments, including fees and expenses associated with
          performing due diligence reviews of prospective investments;

• interest payable on debt, if any, incurred to finance our investments;

• transfer agent and custodial fees;

• fees and expenses associated with marketing efforts subject to

limitations included in the Investment Advisory Agreement;

• federal and state registration fees and any stock exchange listing fees;

• federal, state and local taxes;

• independent directors' fees and expenses, including travel expenses;

• costs of director and stockholder meetings, proxy statements,

stockholders' reports and notices;

• costs of fidelity bonds, directors and officers/errors and omissions

liability insurance and other types of insurance;

• direct costs, including those relating to printing of stockholder

reports and advertising or sales materials, mailing, long distance

telephone and staff subject to limitations included in the Investment

Advisory Agreement;

• fees and expenses associated with independent audits and outside legal

costs, including compliance with the Sarbanes-Oxley Act of 2002, the

1940 Act and applicable federal and state securities laws;

• brokerage commissions for our investments;

• all other expenses incurred by us or SIC Advisors in connection with

administering our investment portfolio, including expenses incurred by

SIC Advisors in performing certain of its obligations under the

Investment Advisory Agreement; and

• the reimbursement of the compensation of our Chief Financial Officer and

Chief Compliance Officer and their respective staffs, whose compensation

is paid by Medley Capital LLC, to the extent that each such

reimbursement amount is annually approved by our independent director

committee and subject to the limitations included in our Administration

          Agreement.




Administrative Services

We reimburse Medley Capital LLC for the administrative expenses necessary for
its performance of services to us. However, such reimbursement is made at an
amount equal to the lower of Medley Capital LLC's actual costs or the amount
that we would be required to pay for comparable administrative services in the
same geographic location. Also, such costs will be reasonably allocated to us on
the basis of assets, revenues, time records or other reasonable methods. We will
not reimburse Medley Capital LLC for any services for which it receives a
separate fee or for rent, depreciation, utilities, capital equipment or other
administrative items allocated to a controlling person of Medley Capital LLC.



On April 23, 2021, the Company entered into the Expense Limitation Agreement
with Medley Capital LLC, the Company's administrator, pursuant to which, Medley
Capital LLC agreed that the amount of expenses payable and reimbursable by the
Company under the Administration Agreement will be capped at $2.2 million for
the fiscal year ending December 31, 2021. For the avoidance of doubt, other than
the cap contemplated by the Expense Limitation Agreement, the Expense Limitation
Agreement does not amend the allocation of costs and expenses that are payable
or reimbursable by the Company under the Administration Agreement. Following the
quarter ending December 31, 2021, unless otherwise extended by the Company and
Medley Capital LLC, the Expense Limitation Agreement will terminate and the
original terms of the Administration Agreement will be in full force and effect.



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Portfolio and Investment Activity

The following table shows the amortized cost and the fair value of our investment portfolio as of June 30, 2021:




                                            Amortized Cost       Percentage       Fair Value        Percentage
Senior secured first lien term loans       $    391,803,346             56.5 %   $ 340,020,040             53.9 %
Senior secured second lien term loans            89,818,435             13.0        88,498,230             14.0
Subordinated notes                               60,457,435              8.7        54,568,511              8.6
Sierra Senior Loan Strategy JV I LLC            110,050,000             15.9        85,775,721             13.6
Equity/warrants                                  41,107,263              5.9        62,484,225              9.9
Total                                      $    693,236,479            100.0 %   $ 631,346,727            100.0 %




As of June 30, 2021, our income-bearing investment portfolio, which
represented 86.7% of our total portfolio, had a weighted average yield based
upon the cost of our investment portfolio of 7.8%, and 2.3% of our
income-bearing portfolio bore interest based on fixed rates, while 97.7% of our
income-bearing portfolio bore interest at floating rates, such as LIBOR.



As of June 30, 2021, the Company held loans it has made directly to 68 investee
companies with aggregate principal amounts of $575.7 million. As of December 31,
2020, the Company held loans it has made directly to 67 investee companies with
aggregate principal amounts of $541.1 million. During the three and six months
ended June 30, 2021, the Company made 10 and 36 loans to investee companies,
respectively, with aggregate principal amounts of $43.3 million and $81.8
million, respectively. During the three and six months ended June 30, 2020, the
Company made 19 and 31 loans to investee companies, respectively, with aggregate
principal amounts of $33.2 million and $68.3 million, respectively.



The following table shows the amortized cost and the fair value of our investment portfolio as of December 31, 2020:




                                            Amortized Cost       Percentage       Fair Value        Percentage
Senior secured first lien term loans       $    369,385,810             52.7 %   $ 315,490,601             52.3 %
Senior secured first lien notes                   8,473,750              1.2         8,548,755              1.4
Senior secured second lien term loans           103,081,287             14.7        93,794,917             15.5
Subordinated notes                               65,561,840              9.4        50,039,500              8.3
Sierra Senior Loan Strategy JV I LLC            110,050,000             15.7        81,788,964             13.5
Equity/warrants                                  44,451,252              6.3        54,323,743              9.0
Total                                      $    701,003,939            100.0 %   $ 603,986,480            100.0 %




As of December 31, 2020, our income-bearing investment portfolio, which
represented 87.2% of our total portfolio, had a weighted average yield based
upon the cost of our investment portfolio of approximately 8.0%, and 3.5% of our
income-bearing portfolio bore interest based on fixed rates, while 96.5% of our
income-bearing portfolio bore interest at floating rates, such as LIBOR.



The following table shows weighted average current yield to maturity based on fair value as of June 30, 2021 and December 31, 2020:




                            June 30, 2021                          December 31, 2020
                                       Weighted                                  Weighted
                                        Average                                   Average
                   Percentage           Current            Percentage             Current
                    of Total        Yield for Total         of Total          Yield for Total
                  Investments       Investments(1)        Investments         Investments(1)
Senior secured
first lien term
loans                     53.9 %                 8.5 %             52.7 %                  9.3 %
Senior secured
first lien
notes                        -                     -                1.2                   11.0 %
Senior secured
second lien
term loans                14.0                  11.1 %             14.7                   10.9 %
Subordinated
notes                      8.6                  10.2 %              9.4                    8.8 %
Sierra Senior
Loan Strategy
JV I LLC                  13.6                   8.4 %             15.7                    9.0 %
Equity/warrants            9.9                  12.5 %              6.3                    6.0 %
Total                    100.0 %                 9.1 %            100.0 %                  9.5 %



(1) The weighted average current yield for total investments does not represent

    the total return to our stockholders.




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The following table shows the portfolio composition by industry classification based on fair value as of June 30, 2021:




         Industry Classification             Amortized Cost       Percentage       Fair Value        Percentage
Multi-Sector Holdings                       $    169,631,708             24.5 %   $ 140,344,232             22.2 %
High Tech Industries                              88,071,141             12.7        88,996,742             14.1
Services: Business                                67,002,170              9.7        66,688,199             10.6
Healthcare & Pharmaceuticals                      59,028,667              8.5        48,320,180              7.6
Construction & Building                           49,492,098              7.1        46,427,176              7.3
Consumer Goods: Durable                           20,137,444              2.9        32,699,525              5.2
Aerospace & Defense                               34,388,965              5.0        31,921,162              5.0
Banking, Finance, Insurance & Real Estate         18,509,706              2.7        27,403,505              4.3
Automotive                                        27,866,568              4.0        26,424,424              4.2
Hotel, Gaming & Leisure                           36,945,037              5.3        24,765,792              3.9
Environmental Industries                          12,031,568              1.7        21,568,052              3.4
Containers, Packaging & Glass                     16,931,649              2.4        16,950,627              2.7
Services: Consumer                                 9,704,227              1.4         9,937,562              1.6
Chemicals, Plastics & Rubber                      10,047,621              1.5         9,275,302              1.5
Forest Products & Paper                            6,395,222              0.9         8,100,597              1.3
Media: Diversified & Production                   15,412,995              2.2         7,531,034              1.2
Transportation: Cargo                              6,448,180              0.9         6,451,966              1.0
Transportation: Consumer                           6,853,763              1.0         5,425,489              0.9
Metals & Mining                                    3,545,379              0.5         3,545,421              0.6
Retail                                             9,793,881              1.4         2,976,677              0.5
Capital Equipment                                  2,459,249              0.4         2,454,024              0.4
Energy: Oil & Gas                                 20,813,748              3.0         1,707,715              0.3
Wholesale                                          1,682,536              0.3         1,389,202              0.2
Beverage & Food                                       42,957              0.0            42,122              0.0
Total                                       $    693,236,479            100.0 %   $ 631,346,727            100.0 %



The following table shows the portfolio composition by industry classification based on fair value as of December 31, 2020:




         Industry Classification             Amortized Cost       Percentage       Fair Value        Percentage
Multi-Sector Holdings                       $    174,660,001             24.9 %   $ 131,792,864             21.8 %
Services: Business                                79,260,551             11.3        73,716,395             12.2
High Tech Industries                              75,519,344             10.8        71,792,022             11.9
Healthcare & Pharmaceuticals                      68,599,968              9.8        58,275,198              9.6
Consumer Goods: Durable                           32,045,028              4.6        41,016,292              6.8
Construction & Building                           42,928,750              6.1        38,356,358              6.4
Banking, Finance, Insurance & Real Estate         27,848,664              4.0        37,620,161              6.2
Aerospace & Defense                               33,558,896              4.8        29,723,725              4.9
Hotel, Gaming & Leisure                           36,326,705              5.2        24,013,769              4.0
Automotive                                        18,886,756              2.7        17,404,476              2.9
Containers, Packaging & Glass                     15,206,840              2.2        15,120,424              2.5
Environmental Industries                           5,041,430              0.7        10,052,691              1.7
Services: Consumer                                 9,700,000              1.4         9,725,000              1.6
Chemicals, Plastics & Rubber                      10,060,861              1.4         9,063,498              1.5
Forest Products & Paper                            6,477,887              0.9         7,770,704              1.3
Media: Diversified & Production                   15,474,145              2.2         6,780,000              1.1
Transportation: Cargo                              6,877,294              1.0         6,770,781              1.1
Transportation: Consumer                           7,975,416              1.1         6,068,082              1.0
Metals & Mining                                    3,492,436              0.5         3,492,479              0.6
Energy: Oil & Gas                                 20,868,832              3.0         2,625,018              0.4
Wholesale                                          2,212,919              0.3         1,746,044              0.3
Retail                                             7,934,347              1.1         1,012,358              0.2
Beverage & Food                                       46,869              0.0            48,141              0.0
Total                                       $    701,003,939            100.0 %   $ 603,986,480            100.0 %




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SIC Advisors regularly assesses the risk profile of our portfolio investments
and rates each of them based on the categories set forth below, which we refer
to as SIC Advisors' investment credit rating. Investment credit ratings are
assigned to each of the investments in our portfolio that are directly held by
the Company, but exclude any off-balance sheet interests of the Company:



   Investment
  Credit Rating   Definition
        1         Investments that are performing above expectations.

2 Investments that are performing within expectations, with risks that are

                  neutral or favorable compared to risks at the time of 

origination or

                  purchase. All new loans are rated '2'.

3 Investments that are performing below expectations and that require closer

                  monitoring, but where no loss of interest, dividend or principal is
                  expected. Companies rated '3' may be out of compliance with financial
                  covenants, however, loan payments are generally not past due.

4 Investments that are performing below expectations and for which risk has

                  increased materially since origination or purchase. Some 

loss of interest

                  or dividend is expected, but no loss of principal. In 

addition to the

                  borrower being generally out of compliance with debt 

covenants, loan

                  payments may be past due (but generally not more than 180 

days past due).

5 Investments that are performing substantially below expectations and whose

                  risks have increased substantially since origination or 

purchase. Most or

                  all of the debt covenants are out of compliance and payments are
                  substantially delinquent. Some loss of principal is expected.



The following table shows the distribution of our investment portfolio, not including cash and cash equivalents, on the 1 to 5 investment credit rating scale at fair value as of June 30, 2021 and December 31, 2020:



                            June 30, 2021                       December 31, 2020
 Investment        Investments at                        Investments at
Credit Rating        Fair Value         Percentage         Fair Value         Percentage
      1           $     73,108,650             11.7 %   $     51,481,987              8.5 %
      2                409,818,847             64.9          410,310,087             67.9
      3                116,910,784             18.5          110,668,216             18.3
      4                 21,884,519              3.5           13,500,546              2.3
      5                  9,623,927              1.5           18,025,644              3.0
    Total         $    631,346,727            100.0 %   $    603,986,480            100.0 %




The COVID-19 pandemic has impacted our investment ratings as of June 30, 2021,
causing downgrades of certain portfolio companies. As the COVID-19 pandemic
continues to evolve, we are continuing to maintain close communications with our
portfolio companies to proactively assess and manage potential risks across our
investment portfolio. We have also increased oversight and analysis of credits
in vulnerable industries in an attempt to improve loan performance and reduce
credit risk.

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Results of Operations


The following table shows operating results for the three and six months ended
June 30, 2021 and 2020:



                                For the Three Months Ended           For the Six Months Ended
                                         June 30,                            June 30,
                                  2021              2020              2021              2020

Total investment income $ 14,981,562 $ 11,699,454 $ 26,906,217 $ 22,876,265 Total expenses

                    9,183,784        26,467,117       16,916,669         36,820,128
Income Tax Expense                  685,309                 -        1,938,320                  -
Net investment
income/(loss)                     5,112,469       (14,767,663 )      8,051,228        (13,943,863 )
Net realized gain/(loss)
from investments                 (4,173,319 )      (8,265,767 )     (4,102,524 )       (8,048,288 )
Net change in unrealized
appreciation/(depreciation)
on investments                   20,105,791        32,004,115       35,126,515        (88,519,105 )
Change in provision for
deferred taxes on
unrealized gain on
investments                      (2,632,090 )        (293,783 )     (1,824,121 )          (52,848 )
Net increase/(decrease) in
net assets resulting from
operations                    $  18,412,851     $   8,676,902     $ 37,251,098     $ (110,564,104 )




Investment Income

Total investment income increased $3,282,108, or 28.1%, to $14,981,562 for the
three months ended June 30, 2021, compared to $11,699,454 for the three months
ended June 30, 2020. Total investment income consisted primarily of portfolio
interest and dividends, which increased $3,319,077, or 29.5%, to $14,561,572 for
the three months ended June 30, 2021, compared to $11,242,495 for the three
months ended June 30, 2020. This increase was primarily attributable to an
increase in dividend income from certain portfolio investments.



Total investment income increased $4,029,952, or 17.6%, to $26,906,217 for the
six months ended June 30, 2021, compared to $22,876,265 for the six months ended
June 30, 2020. Total investment income consisted primarily of portfolio interest
and dividends, which increased $5,057,569, or 24.0%, to $26,123,802 for the six
months ended June 30, 2021, compared to $21,066,233 for the six months ended
June 30, 2020. This increase was primarily attributable to an increase
in dividend income from certain portfolio investments.



As of June 30, 2021, certain investments in eleven portfolio companies were on
non-accrual status with a combined cost of $81,560,703, or 11.8% of the cost of
the Company's portfolio, and a combined fair value of $31,438,283 or 5.0% of the
fair value of the Company's portfolio. As of June 30, 2020, certain investments
in sixteen portfolio companies were on non-accrual status with a combined cost
of $135,486,131, or 17.1% of the cost of the Company's portfolio, and a combined
fair value of $32,257,556, or 5.5% of the fair value of the Company's portfolio.
As of June 30, 2020, certain investments in one portfolio company were on
partial non-accrual status with a cost of $793,067, or 0.1% of the cost of the
Company's portfolio, and a fair value of $634,384, or 0.1% of the fair value of
the Company's portfolio.



Fee income increased $96,789, or 30.9%, to $409,724 for the three months ended
June 30, 2021, compared to $312,935 for the three months ended June 30, 2020,
primarily due to an increase in fees associated with loan originations and loan
amendments. Fee income increased $331,849, or 76.4%, to $766,482 for the six
months ended June 30, 2021, compared to $434,633 for the six months ended June
30, 2020, primarily due to an increase in fees associated with loan originations
and loan amendments.



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Operating Expenses

The following table shows operating expenses for the three and six months ended
June 30, 2021 and 2020:



                               For the Three Months Ended          For the Six Months Ended
                                        June 30,                           June 30,
                                  2021              2020             2021             2020
Base management fees         $    3,025,363     $  2,944,745     $  6,091,760     $  6,196,196
Interest and financing
expenses                          1,397,723        3,454,940        3,084,782        7,742,603
General and administrative
expenses                          2,238,942        8,307,229        3,850,569       10,278,197
Administrator expenses              582,279          669,025        1,225,899        1,390,657
Offering costs                        5,156            1,914            5,156            5,157
Professional fees                 1,934,321       11,089,264        2,658,503       11,207,318
Total expenses               $    9,183,784     $ 26,467,117     $ 16,916,669     $ 36,820,128




Total expenses decreased $17,283,333, or 65.3%, to $9,183,784 for the three
months ended June 30, 2021, as compared to $26,467,117 for the three months
ended June 30, 2020, primarily due to a decrease in interest and financing
expenses and a decrease in general and administrative expenses and professional
fees related to the one-time expense of deferred transaction costs. Total
expenses decreased $19,903,459, or 54.1%, to $16,916,669 for the six months
ended June 30, 2021, as compared to $36,820,128 for the six months ended June
30, 2020, primarily due to a decrease in interest and financing expenses and
a decrease in general and administrative expenses and professional fees related
to the one-time expense of deferred transaction costs.



Base management fees increased $80,618, or 2.7%, to $3,025,363 for the three
months ended June 30, 2021, as compared to $2,944,745 for the three months ended
June 30, 2020, primarily due to an increase in our gross assets. Base management
fees decreased $104,436, or 1.7%, to $6,091,760 for the six months ended June
30, 2021, as compared to $6,196,196 for the six months ended June 30, 2020,
primarily due to a decrease in our gross assets.



Interest and financing expenses decreased $2,057,217, or 59.5%, to
$1,397,723 for the three months ended June 30, 2021, as compared to $3,454,940
for the three months ended June 30, 2020, primarily due to the wind-down and
termination of the ING Credit Facility (as defined below) from May 2020 through
July 2020, as well as the repayment of $55,800,000 of the outstanding balance of
its Alpine Credit Facility. Interest and financing expenses decreased
$2,057,217, or 59.5%, to $1,397,723 for the six months ended June 30, 2021, as
compared to $3,454,940 for the six months ended June 30, 2020, primarily due to
the wind-down and termination of the ING Credit Facility (as defined below) from
May 2020 through July 2020, as well as the repayment of $55,800,000 of the
outstanding balance of its Alpine Credit Facility.



General and administrative expenses decreased $6,068,287, or 73.0%,
to $2,238,942 for the three months ended June 30, 2021, as compared
to $8,307,229 for the three months ended June 30, 2020, primarily due to a
decrease in expenses related to the expensing of previously deferred transaction
costs related to the termination of the previously contemplated mergers. General
and administrative expenses decreased $6,427,628, or 62.5%, to $3,850,569 for
the six months ended June 30, 2021, as compared to $10,278,197 for the six
months ended June 30, 2020, primarily due to a decrease in expenses related to
the expensing of previously deferred transaction costs related to the
termination of the previously contemplated mergers.



Professional fees decreased $9,154,943 or 82.6% to $1,934,321 for the three
months ended June 30, 2021, as compared to $11,089,264 for the three months
ended June 30, 2020, primarily due to a decrease in expenses related to the
expensing of previously deferred transaction costs related to the termination of
the previously announced merger transaction. Professional fees
decreased $8,548,815 or 76.3% to $2,658,503 for the six months ended June 30,
2021, as compared to $11,207,318 for the six months ended June 30, 2020,
primarily due to a decrease in expenses related to the expensing of previously
deferred transaction costs related to the termination of the previously
announced merger transaction.



Net Realized Gains/Losses on Investments


We measure realized gains or losses by the difference between the net proceeds
from the disposition and the amortized cost basis of an investment, without
regard to unrealized gains or losses previously recognized. For the three and
six months ended June 30, 2021, we recognized net realized loss on investments
of $4,173,319 and $4,102,524 primarily due to the sale of investments. For the
three and six months ended June 30, 2020, we recognized net realized loss on
investments of $8,265,767 and $8,048,288 primarily due to the sale of
investments.



Net Unrealized Appreciation/Depreciation on Investments


Net change in unrealized appreciation/depreciation on investments reflects the
net change in the fair value of our investments including the provision for
deferred taxes. For the three and six months ended June 30, 2021, we recorded a
net change in unrealized appreciation, net of tax, of $17,473,701 and
$33,302,394 respectively. The unrealized appreciation for the three and six
months ended June 30, 2021 resulted from positive market and credit-related
adjustments.



For the three and six months ended June 30, 2020, we recorded a net change
in unrealized depreciation, net of tax, of
$31,710,332 and $88,571,953 respectively. The unrealized depreciation was, in
part, due to negative credit-related adjustments that caused a reduction in fair
value of certain watch-list securities and portfolio investments on non-accrual
status. In part, the net change in unrealized depreciation reflected widening
credit spreads as market participants expected a higher yield on similar
investments given the significant market volatility generated by the
COVID-19 pandemic and, to some extent, other factors such as specific industry
concerns, uncertainty about the duration of business shutdowns and near-term
liquidity needs of certain of our portfolio investments.



Changes in Net Assets from Operations


For the three and six months ended June 30, 2021, we recorded a net increase in
net assets resulting from operations of $18,412,851 and $37,251,098,
respectively. Based on 102,380,357 and 102,575,026 weighted average common
shares outstanding for the three and six months ended June 30, 2021, our per
share net increase in net assets resulting from operations was
$0.18 and $0.36 respectively.



For the three and six months ended June 30, 2020, we recorded a net increase in
net assets resulting from operations of $8,676,902 and a net decrease in in net
assets resulting from operations of $110,564,104 Based on 102,856,314
and 102,785,734 weighted average common shares outstanding for the three and six
months ended June 30, 2020, our per share net increase in net assets resulting
from operations was $0.08 and our per share net decrease in net assets resulting
from operations was $1.08.


Financial Condition, Liquidity and Capital Resources


As a BDC, we distribute substantially all of our net income to our stockholders
and have an ongoing need to raise additional capital for investment purposes. To
fund growth, we have a number of alternatives available to increase capital,
including increasing debt, and funding from operational cash flow.



Our liquidity and capital resources historically have been generated primarily
from the net proceeds of our public offering of common stock, use of our credit
facilities.



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As of June 30, 2021 and December 31, 2020, we had $54.1 million and $65.3
million, respectively, in cash and cash equivalents. In the future, we may
generate cash from future offerings of securities, future borrowings and cash
flows from operations, including interest earned from the temporary investment
of cash in U.S. government securities and other high-quality debt investments
that mature in one year or less. Our primary use of funds is to make investments
in our targeted asset classes, cash distributions to our stockholders, and other
general corporate purposes.



In order to satisfy the Code requirements applicable to us as a RIC, we intend
to distribute to our stockholders substantially all of our taxable income, but
we may also elect to periodically spillover certain excess undistributed taxable
income from one tax year into the next tax year. In addition, as a BDC, we
generally are required to meet a coverage ratio of total assets to total senior
securities, which include borrowings and any preferred stock we may issue in the
future, of at least 200% (or 150% if certain requirements under the 1940 Act are
met) at the time of the borrowing or issuance of preferred stock. This
requirement limits the amount that we may borrow.



The following table shows our net borrowings as of June 30, 2021 and December
31, 2020:



                                               June 30, 2021                                       December 31, 2020
                                 Total            Balance            Unused             Total            Balance           Unused
                              Commitment        Outstanding        Commitment        Commitment        Outstanding       Commitment
Alpine Credit Facility         124,200,000       124,200,000                  -       180,000,000       145,000,000       35,000,000
Total before deferred
financing costs                124,200,000       124,200,000                  -       180,000,000       145,000,000       35,000,000
Unamortized deferred
financing costs                          -                 -                  -                 -          (659,266 )              -
Total borrowings
outstanding, net of
deferred financing costs     $ 124,200,000     $ 124,200,000     $            -     $ 180,000,000     $ 144,340,734     $ 35,000,000




ING Credit Facility

On August 12, 2016, the Company amended its existing senior secured syndicated
revolving credit facility (the "ING Credit Facility" as amended from time to
time as described below) pursuant to a Senior Secured Revolving Credit Agreement
(the "Revolving Credit Agreement" as amended from time to time as described
below) with certain lenders party thereto from time to time and ING Capital LLC,
as administrative agent. The ING Credit Facility was secured by substantially
all of the Company's assets, subject to certain exclusions as further set forth
in an Amended and Restated Guarantee, Pledge and Security Agreement (the
"Security Agreement") entered into in connection with the Revolving Credit
Agreement, among the Company, the subsidiary guarantors party thereto, ING
Capital LLC, as Administrative Agent, each Financial Agent and Designated
Indebtedness Holder party thereto and ING Capital LLC, as Collateral Agent. The
ING Credit Facility also included usual and customary representations, covenants
and events of default for senior secured revolving credit facilities of this
nature.



On May 15, 2020, the Company entered into Amendment No. 4 to the Revolving
Credit Agreement to among other things, (i) shorten the maturity date from March
31, 2021 to September 30, 2020, (ii) accelerate the amortization of the
Revolving Credit Agreement, and (iii) provide for the prepayment of the
outstanding loans under the Revolving Credit Agreement in an aggregate principal
amount of not less than $20 million. On July 22, 2020, the Company paid all
remaining outstanding obligations under the Revolving Credit Agreement. On July
31, 2020 (the "Termination Date"), the Company terminated the commitments on the
Credit Agreement.



The Company was also required to pay a commitment fee to the lenders based on
the daily unused portion of the aggregate commitments under the ING Credit
Facility. The commitment fee was (i) 1.50% if the used portion of the aggregate
commitments is less than or equal to 40%, (ii) 0.75% if the used portion of the
aggregate commitments is greater than 40% and less than or equal to 65% or (iii)
0.50% if the used portion of the aggregate commitments is greater than 65%. The
ING Credit Facility provided that the Company may use the proceeds of the ING
Credit Facility for general corporate purposes, including making investments in
accordance with the Company's investment objective and strategy.



Borrowings under the Revolving Credit Agreement were subject to, among other
things, a minimum borrowing base. Substantially all of the Company's assets were
pledged as collateral under the Revolving Credit Agreement. The ING Credit
Facility required the Company to, among other things (i) make representations
and warranties regarding the collateral as well the Company's business and
operations, (ii) agree to certain indemnification obligations, and (iii) agree
to comply with various affirmative and negative covenants. The documents for the
Revolving Credit Agreement also included default provisions, such as the failure
to make timely payments under the Revolving Credit Agreement, the occurrence of
a change in control, and the failure by the Company to materially perform under
the operative agreements governing the Revolving Credit Agreement, which, if not
complied with, could have accelerated repayment under the Revolving Credit
Agreement, thereby materially and adversely affecting the Company's liquidity,
financial condition and results of operations.



In connection with the security interest established under the Security
Agreement, the Company, ING Capital LLC, in its capacity as collateral agent,
and State Street Bank and Trust Company, in its capacity as the Company's
custodian, entered into a control agreement dated as of December 4, 2013, in
order to, among other things, perfect the security interest granted pursuant to
the Security Agreement in, and provide for control over, the related collateral.
As a result of the termination of the Revolving Credit Agreement, the Security
Agreement was terminated effective as of the Termination Date.



Alpine Credit Facility


On September 29, 2017, the Company's wholly-owned, special purpose financing
subsidiary, Alpine, amended its existing revolving credit facility (the "Alpine
Credit Facility") pursuant to an Amended and Restated Loan Agreement (the "Loan
Agreement") with JPMorgan Chase Bank, National Association ("JPMorgan"), as
administrative agent and lender, the Financing Providers from time to time party
thereto, SIC Advisors, as the portfolio manager, and the Collateral
Administrator, Collateral Agent and Securities Intermediary party thereto. The
Loan Agreement was amended to, among other things, (i) extend the reinvestment
period until December 29, 2020, (ii) extend the scheduled termination date until
March 29, 2022, (iii) decrease the applicable margin for advances to 2.85% per
annum and (iv) increase the compliance condition for net advances to 55% of net
asset value. Alpine's obligations to JPMorgan under the Alpine Credit Facility
are secured by a first priority security interest in a significant portion of
the assets of Alpine, including its portfolio of loans. The obligations of
Alpine under the Alpine Credit Facility are non-recourse to the Company.


On November 18, 2020, Alpine entered into Amendment No.1 to the Loan Agreement
to, among other things, (i) extend the reinvestment period from December 29,
2020 to May 18, 2021, (ii) increase the applicable margin for advances from
2.85% to 3.10% per annum, (iii) reduce the amount of maximum borrowings in an
aggregate principal amount from $300,000,000 to $180,000,000 on a committed
basis, (iv) require the Company to maintain a minimum a cash balance of
$20,000,000 in Alpine, and (v) decrease the compliance condition for net
advances from 55% to 52.5% of net asset value. The maturity date under the Loan
Agreement did not change and therefore any amounts borrowed, as well as all
accrued and unpaid interest thereunder, will be due and payable on March 29,
2022. In connection with the Amendment, the Company repaid $35,000,000 of the
outstanding balance under the Loan Agreement on November 18, 2020, reducing the
outstanding balance from $180,000,000 to $145,000,000. The Alpine Credit
Facility ended its reinvestment period on May 18, 2021 and has entered its
amortization period. As of June 30, 2021 and December 31, 2020, Alpine's
borrowings under the Alpine Credit Facility totaled $124,200,000 and
$145,000,000, respectively, and were recorded as part of revolving credit
facilities payable on our Consolidated Statements of Assets and Liabilities.



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The Alpine Credit Facility provided for borrowings in an aggregate principal
amount up to $180,000,000 on a committed basis. Borrowings outstanding under the
Alpine Credit Facility are subject to compliance with a NAV coverage ratio with
respect to the current value of Alpine's portfolio and various portfolio
criteria must be satisfied.



Pricing under the Alpine Credit Facility for each one month calculation period
is based on LIBOR for an interest period of one month, plus a spread of 3.10%
per annum. If LIBOR is unavailable, pricing will be determined at the prime rate
offered by JPMorgan or the federal funds effective rate, plus a spread of 3.10%
per annum. Interest is payable monthly in arrears. Borrowings of Alpine are
considered borrowings of the Company for purposes of complying with the asset
coverage requirements under the 1940 Act, applicable to BDCs.


Pursuant to a Sale and Contribution Agreement entered into between the Company
and Alpine (the "Sale Agreement") in connection with the Alpine Credit Facility,
the Company may sell loans or contribute cash or loans to Alpine from time to
time and will retain a residual interest in any assets contributed through its
ownership of Alpine or will receive fair market value for any assets sold to
Alpine. In certain circumstances the Company may be required to repurchase
certain loans sold to Alpine. In addition to the acquisition of loans pursuant
to the Sale Agreement, Alpine may purchase additional assets from various
sources. Alpine has appointed SIC Advisors to manage its portfolio of assets
pursuant to the terms of a Portfolio Management Agreement between SIC Advisors
and Alpine.


As of June 30, 2021 the carrying amount of the Company's borrowings under the
Alpine Credit Facility approximated the fair value of the Company's debt
obligation. The fair value of the Company's debt obligation is determined in
accordance with ASC 820, which defines fair value in terms of the price that
would be paid to transfer a liability in an orderly transaction between market
participants at the measurement date under current market conditions. The fair
value of the Company's borrowings under the Alpine Credit Facility is estimated
based upon market interest rates of the Company's borrowings or entities with
similar credit risk, adjusted for nonperformance risk, if any. As of June 30,
2021 and 2020, the Alpine Credit Facility would be deemed to be Level 3, as
defined in Note 4.



Contractual Obligations

The following table shows our payment obligations for repayment of debt, which total our contractual obligations at June 30, 2021:



                                                                   Payment Due By Period
                                                      Less than                                               More than
                                      Total            1 Year          1 - 3 Years        3 - 5 Years          5 Years
Alpine Credit Facility            $ 124,200,000     $ 124,200,000     $            -     $            -     $           -
Total Contractual Obligations     $ 124,200,000     $ 124,200,000     $            -     $            -     $           -




We have entered into certain contracts under which we have material future
commitments. On April 5, 2012, we entered into the Investment Advisory Agreement
with SIC Advisors in accordance with the 1940 Act. The Investment Advisory
Agreement became effective as of April 17, 2012, the date that we met the
minimum offering requirement. Pursuant to the 1940 Act, the initial term of the
Investment Advisory Agreement was for two years from its effective date, with
one-year renewals subject to approval by our board of directors, a majority of
whom must be independent directors. Most recently, on April 15, 2021, the board
of directors approved the renewal of the Investment Advisory Agreement for an
additional one-year term, which will expire on April 17, 2022. SIC Advisors
serves as our investment adviser in accordance with the terms of the Investment
Advisory Agreement. Payments under our Investment Advisory Agreement in each
reporting period consist of (i) a management fee equal to a percentage of the
value of our gross assets and (ii) an incentive fee based on our performance.



On April 5, 2012, we entered into the Administration Agreement with Medley
Capital LLC with an initial term of two years, pursuant to which Medley Capital
LLC furnishes us with administrative services necessary to conduct our
day-to-day operations. The Administration Agreement became effective as of April
17, 2012, the date that we met the minimum offering requirement. Pursuant to its
terms, and unless earlier terminated as described below, the Administration
Agreement will remain in effect from year-to-year if approved annually by a
majority of our directors who are not "interested persons" (as defined in
Section 2(a)(19) of the 1940 Act) of the Company or Medley Capital LLC, and
either the holders of a majority of our outstanding voting securities or our
board of directors. Most recently, on April 15, 2021, the board of directors
approved the renewal of the Administration Agreement for an additional one-year
term, which will expire on April 17, 2022. Medley Capital LLC is reimbursed for
administrative expenses it incurs on our behalf in performing its obligations.
Such costs are reasonably allocated to us on the basis of assets, revenues, time
records or other reasonable methods. We do not reimburse Medley Capital LLC for
any services for which it receives a separate fee or for rent, depreciation,
utilities, capital equipment or other administrative items allocated to a
controlling person of Medley Capital LLC.



If any of our contractual obligations discussed above are terminated, our costs
may increase under any new agreements that we enter into as replacements. We
would also likely incur expenses in locating alternative parties to provide the
services we expect to receive under the investment advisory agreement and
administration agreement. Any new investment advisory agreement would also be
subject to approval by our stockholders.



Off-Balance Sheet Arrangements


On March 27, 2015, the Company and GALIC entered into a limited liability
company operating agreement to co-manage Sierra JV. All portfolio and other
material decisions regarding Sierra JV must be submitted to Sierra JV's board of
managers, which is comprised of four members, two of whom are selected by the
Company and the other two are selected by GALIC. The Company has concluded that
it does not operationally control Sierra JV. As the Company does not
operationally control Sierra JV, it does not consolidate the operations of
Sierra JV within the consolidated financial statements. As a practical
expedient, the Company uses NAV to determine the fair value of its investment in
Sierra JV; therefore, this investment has been presented as a reconciling item
within the fair value hierarchy (see Note 4).



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As of June 30, 2021 and December 31, 2020, Sierra JV had total capital
commitments of $124.6 million, with the Company providing $110.1 million and
GALIC providing $14.5 million. As of June 30, 2021 and December 31, 2020,
approximately $124.5 million was funded relating to these commitments of which
$110.1 million was from the Company. The Company does not have the right to
withdraw any of their respective capital commitment, unless in connection with a
transfer of its membership interests. The Company may transfer full membership
interests as long as it is approved by all members and transferred in a
transaction exempt from the registration requirements of the Securities Act or
applicable state securities laws.



Sierra JV entered into a Senior Secured Revolving Credit Facility Agreement, as amended (the "JV Facility") with Deutsche Bank, AG, New York Branch ("DB").

On March 29, 2019, the JV Facility reinvestment period was extended from March 30, 2019 to June 28, 2019.

On June 28, 2019, the JV Facility reinvestment period was further extended from June 28, 2019 to October 28, 2019.




On October 28, 2019, the JV Facility reinvestment period was further extended
from October 28, 2019 to March 31, 2020 and the interest rate was modified from
bearing an interest rate of LIBOR (with a 0.00% floor) + 2.50% per annum to
LIBOR (with a 0.00% floor) + 2.75% per annum.



On March 31, 2020, the total commitment under the JV Facility was reduced to
$240.0 million from $250.0 million and the reinvestment period was extended from
March 31, 2020 to April 30, 2020.



On April 30, 2020, the total commitment under the JV Facility was reduced to
$200.0 million from $240.0 million, the reinvestment period was extended from
April 30, 2020 to July 31, 2020 and the maturity date was extended to July 31,
2023.



On July 29, 2020, the total commitment under the JV Facility was reduced to
$175.0 million from $200.0 million, the reinvestment period was extended from
July 31, 2020 to April 30, 2021 and the maturity date was extended to April 30,
2024. Additionally, the interest rate was modified from bearing an interest rate
of LIBOR (with a 0.00% floor) + 2.75% per annum to LIBOR (with a 0.50% floor) +
3.25% per annum.


The JV Facility ended its reinvestment period on April 18, 2021 and has entered its amortization period. The first scheduled amortization payment occurs on April 18, 2022 with subsequent payments required every six months until the final amortization payment that is set to occur at maturity on April 18, 2024.

The JV Facility is secured substantially by all of Sierra JV's assets, subject to certain exclusions set forth in the JV Facility. As of June 30, 2021 and December 31, 2020, there was $124.7 million outstanding under the JV Facility.




The Company has determined that Sierra JV is an investment company under ASC
946, however in accordance with such guidance, the Company will generally not
consolidate its investment in a company other than a wholly owned investment
company subsidiary or a controlled operating company whose business consists of
providing services to the Company. Accordingly, the Company does not consolidate
its interest in Sierra JV.



Distributions

We have elected, and intend to qualify annually, to be treated for U.S. federal
income tax purposes, as a RIC under Subchapter M of the Code. To maintain RIC
tax treatment, we must, among others things, distribute at least 90% of our net
ordinary income and net short-term capital gains in excess of net long-term
capital losses, if any, to our stockholders. In order to avoid certain U.S.
federal excise taxes imposed on RICs, we must distribute during each calendar
year an amount at least equal to the sum of: (i) 98% of our ordinary income for
the calendar year, (ii) 98.2% of our capital gains in excess of capital losses
for the one-year period generally ending on October 31 of the calendar year
(unless an election is made by us to use our taxable year) and (iii) any
ordinary income and net capital gains for preceding years that were not
distributed during such years and on which we paid no U.S. federal income tax.



While we intend to distribute any income and capital gains in the manner
necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient
amounts of our taxable income and capital gains may not be distributed to avoid
entirely the imposition of the tax. In that event, we will be liable for the tax
only on the amount by which we do not meet the foregoing distribution
requirement.



We currently intend to distribute net capital gains (i.e., net long-term capital
gains in excess of net short-term capital losses), if any, at least annually out
of the assets legally available for such distributions. However, we may decide
in the future to retain such capital gains for investment and elect to treat
such gains as deemed distributions to you. If this happens, you will be treated
for U.S. federal income tax purposes as if you had received an actual
distribution of the capital gains that we retain and reinvested the net after
tax proceeds in us. In this situation, you would be eligible to claim a tax
credit (or, in certain circumstances, a tax refund) equal to your allocable
share of the tax we paid on the capital gains deemed distributed to you. We can
offer no assurance that we will continue to achieve results that will permit the
payment of any cash distributions and, if we issue senior securities, we may be
prohibited from making distributions if doing so causes us to fail to maintain
the asset coverage ratios stipulated by the 1940 Act or if distributions are
limited by the terms of any of our borrowings.



On July 31, 2020, our board of directors temporarily suspended the monthly
distributions on the shares of the Company's common stock. On October 22, 2020,
our board of directors determined to reinstate the monthly distributions on the
shares of the Company's common stock. Any distributions to our stockholders paid
by the Company is subject to our board of directors' discretion and applicable
legal restrictions and take into account our results of operations, our general
financial condition, general economic conditions, or other factors prohibit us
from declaring a distribution. Any distributions to our stockholders will be
declared out of assets legally available for distribution. From time to time,
but not less than quarterly, we will review our accounts to determine whether
distributions to our stockholders are appropriate. We have not established
limits on the amount of funds we may use from available sources to make
distributions. From the commencement of our offering through September 30, 2016,
a portion of our distributions were comprised in part of expense support
payments made by SIC Advisors that were subject to repayment by us within three
years of the date of such support payment.



Our distributions may exceed our earnings, which we refer to as a return of
capital. As a result, a portion of the distributions we make may represent a
return of capital. Our use of the term "return of capital" merely means
distributions in excess of our earnings and as such may constitute a return on
your individual investments and does not mean a return on capital. Therefore
stockholders are advised that they should be aware of the differences with our
use of the term "return of capital" and "return on capital."



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The following table reflects the cash distributions per share that the Company
has declared or paid to its stockholders during 2021 and 2020. Stockholders of
record as of each respective record date were entitled to receive the
distribution.



Record Date           Payment Date      Amount per share

January 30, 2020 January 31, 2020 $ 0.03500 February 27, 2020 February 28, 2020

             0.03500
March 30, 2020      March 31, 2020                0.03500
October 29, 2020    October 30, 2020              0.01000
November 27, 2020   November 30, 2020             0.01000
December 30, 2020   December 31, 2020             0.01000
January 28, 2021    January 29, 2021              0.01000
February 25, 2021   February 26, 2021             0.01000
March 30, 2021      March 31, 2021                0.01000
April 29, 2021      April 30, 2021                0.01000
May 28, 2021        May 31, 2021                  0.01000
June 29, 2021       June 30, 2021                 0.01000




We have adopted an "opt in" DRIP pursuant to which common stockholders may elect
to have the full amount of any cash distributions reinvested in additional
shares of our common stock. As a result, if we declare a cash distribution,
stockholders that have "opted in" to our DRIP will have their distribution
automatically reinvested in additional shares of our common stock rather than
receiving cash dividends. Stockholders who receive distributions in the form of
shares of common stock will be subject to the same federal, state and local tax
consequences as if they received cash distributions.



Each year a statement on Internal Revenue Service Form 1099-DIV (or such
successor form) identifying the source of the distribution (i.e., paid from
ordinary income, paid from net capital gain on the sale of securities, or a
return of capital) will be mailed to our stockholders. The tax basis of shares
must be reduced by the amount of any return of capital distributions, which will
result in an increase in the amount of any taxable gain (or a reduction in any
deductible loss) on the sale of shares.



Related Party Transactions


We have entered into an Investment Advisory Agreement with SIC Advisors in which
our senior management holds an equity interest and are party to the Incentive
Fee Waiver Agreement with SIC Advisors (as described and for periods set forth
in "Management Fee").

Members of our senior management also serve as principals of other investment
managers affiliated with SIC Advisors that do, and may in the future, manage
investment funds, accounts or other investment vehicles with investment
objectives similar to ours.



We have entered into an Administration Agreement with Medley Capital LLC,
pursuant to which Medley Capital LLC furnishes us with administrative services
necessary to conduct our day-to-day operations. Medley Capital LLC is reimbursed
for administrative expenses it incurs on our behalf. We do not reimburse Medley
Capital LLC for any services for which it receives a separate fee or for rent,
depreciation, utilities, capital equipment or other administrative items
allocated to a controlling person of Medley Capital LLC. Medley Capital LLC is
an affiliate of SIC Advisors.



We have entered into a license agreement with SIC Advisors under which SIC
Advisors has agreed to grant us a non-exclusive, royalty-free license to use the
name "Sierra" for specified purposes in our business. Under the license
agreement, we will have a right to use the "Sierra" name, subject to certain
conditions, for so long as SIC Advisors or one of its affiliates remains our
investment adviser. Other than with respect to this limited license, we will
have no legal right to the "Sierra" name. In addition, we entered into the
Expense Limitation Agreement with Medley Capital LLC (as described and for the
period set forth in "Administrative Services").



Management Fee

We pay SIC Advisors a fee for its services under the Investment Advisory Agreement. The fee consists of two components: a base management fee and an incentive fee.

The base management fee is calculated at an annual rate of 1.75% of our gross assets and is payable quarterly in arrears. The incentive fee consists of:

• An incentive fee on net investment income ("subordinated incentive fee

on income") is calculated and payable quarterly in arrears and is based

upon pre-incentive fee net investment income for the immediately

preceding quarter. No subordinated incentive fee on income is payable in

          any calendar quarter in which pre-incentive fee net investment income
          does not exceed a quarterly return to stockholders of 1.75% per quarter
          on our net assets at the end of the immediately preceding fiscal
          quarter, or the preferred quarterly return. All pre-incentive fee net
          investment income, if any, that exceeds the preferred quarterly return,
          but is less than or equal to 2.1875% of net assets at the end of the

immediately preceding fiscal quarter in any quarter, will be payable to

SIC Advisors. We refer to this portion of our subordinated incentive fee

          on income as the catch up. It is intended to provide an incentive fee of
          20% on pre-incentive fee net investment income when pre-incentive fee
          net investment income exceeds 2.1875% of net assets at the end of the
          immediately preceding quarter in any quarter. For any quarter in which
          our pre-incentive fee net investment income exceeds 2.1875% of net

assets at the end of the immediately preceding quarter, the subordinated

incentive fee on income shall equal 20% of the amount of pre-incentive

fee net investment income, because the preferred return and catch up

will have been achieved.

• A capital gains incentive fee will be earned on realized investments and

shall be payable in arrears as of the end of each calendar year during

which the Investment Advisory Agreement is in effect. If the Investment

          Advisory Agreement is terminated, the fee will become payable as of the
          effective date of such termination. The capital gains incentive fee is
          based on our realized capital gains on a cumulative basis from

inception, computed net of all realized capital losses and unrealized

          capital depreciation on a cumulative basis, which we refer to as "net
          realized capital gains." The capital gains incentive fee equals 20% of

net realized capital gains, less the aggregate amount of any previously

          paid capital gains incentive fee.




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On April 23, 2021, the Company entered into the Incentive Fee Waiver Agreement
with SIC Advisors, pursuant to which SIC Advisors agreed to waive (i) 50% of any
incentive fee on income payable to SIC Advisors for any fiscal quarter during
the period beginning with the fiscal quarter ending September 30, 2021 and the
fiscal quarter ending June 30, 2022, and (ii) 50% of any incentive fee on
capital gains payable to SIC Advisors for the fiscal year ending December 31,
2021. For the avoidance of doubt, the Incentive Fee Waiver Agreement does not
amend the calculation of the incentive fees as set forth in the Investment
Advisory Agreement. Other than the waiver contemplated by the Incentive Fee
Waiver Agreement, the terms of the Investment Advisory Agreement will remain in
full force and effect. Following (i) the fiscal quarter ending June 30, 2022
with respect to the waiver granted by SIC Advisors on any incentive fee payable
on income, and (ii) the fiscal year ending December 31, 2021 with respect to the
waiver granted by SIC Advisors on any incentive fee payable on capital gains,
unless otherwise extended by the Company and SIC Advisors, the Incentive Fee
Waiver Agreement will terminate and the original terms of the Investment
Advisory Agreement will be in full force and effect.



Under the terms of the Investment Advisory Agreement, SIC Advisors bears all
organizational and offering expenses on our behalf. Since June 2, 2014, the date
that we raised $300 million in gross proceeds in connection with the sale of
shares of our common stock, SIC Advisors was no longer obligated to bear, pay or
otherwise be responsible for any ongoing organizational and offering expenses on
our behalf, and we were responsible for paying or otherwise incurring all such
organizational and offering expenses. Pursuant to the terms of the Investment
Advisory Agreement, we had agreed to reimburse SIC Advisors for any such
organizational and offering expenses incurred by SIC Advisors not to exceed
1.25% of the gross subscriptions raised by us over the course of the offering
period, which was initially scheduled to terminate two years from the initial
offering date, unless extended. On July 2, 2018, the Company's board of
directors determined to terminate the Company's offering effective as of July
31, 2018.



Pursuant to the Investment Advisory Agreement, SIC Advisors implements the
Company's business strategy on a day-to-day basis and performs certain services
for the Company, subject to oversight by the Company's board of directors. SIC
Advisors is responsible for, among other duties, determining investment
criteria, sourcing, analyzing and executing investment transactions, asset
sales, financings and performing asset management duties. Under the Investment
Advisory Agreement, the Company has agreed to pay SIC Advisors a management fee
for investment advisory and management services consisting of a base management
fee and an incentive fee.



Critical Accounting Policies

This discussion of our expected operating plans is based upon our expected
consolidated financial statements, which will be prepared in accordance with
U.S. generally accepted accounting principles ("GAAP"). The preparation of these
consolidated financial statements will require our management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses. Changes in the economic environment, financial markets
and any other parameters used in determining such estimates could cause actual
results to differ. In addition to the discussion below, we will describe our
critical accounting policies in the notes to our future consolidated financial
statements.



Valuation of Investments

We apply fair value accounting to all of its financial instruments in accordance
with the 1940 Act and ASC Topic 820 - Fair Value Measurements and Disclosures
("ASC 820"). ASC 820 defines fair value, establishes a framework used to measure
fair value and requires disclosures for fair value measurements. In accordance
with ASC 820, we have categorized its financial instruments carried at fair
value, based on the priority of the valuation technique, into a three-level fair
value hierarchy as identified below and discussed in Note 4.

• Level 1 - Quoted prices are available in active markets for identical

investments as of the reporting date. Publicly listed equities and

publicly listed derivatives will be included in Level 1. In addition,

securities sold, but not yet purchased and call options will be included

in Level 1. We will not adjust the quoted price for these investments,

even in situations where we hold a large position and a sale could

reasonably affect the quoted price.

• Level 2 - Pricing inputs are other than quoted prices in active markets,

which are either directly or indirectly observable as of the reporting

date, and fair value is determined through the use of models or other

valuation methodologies. In certain cases, debt and equity securities

are valued on the basis of prices from an orderly transaction between

market participants provided by reputable dealers or pricing services.

In determining the value of a particular investment, pricing services

          may use certain information with respect to transactions in such
          investments, quotations from dealers, pricing matrices, market
          transactions in comparable investments, and various relationships
          between investments. Investments which are generally expected to be

included in this category include corporate bonds and loans, convertible

debt indexed to publicly listed securities, and certain over-the-counter

derivatives.

• Level 3 - Pricing inputs are unobservable for the investment and include

          situations where there is little, if any, market activity for the
          investment. The inputs into the determination of fair value require
          significant judgment or estimation. Investments that are expected to be
          included in this category are our private portfolio companies.




Fair value is a market-based measure considered from the perspective of the
market participant who holds the financial instrument rather than an entity
specific measure. Therefore, when market assumptions are not readily available,
our own assumptions are set to reflect those that management believes market
participants would use in pricing the financial instrument at the measurement
date.



Investments for which market quotations are readily available are valued at such
market quotations, which are generally obtained from an independent pricing
service or multiple broker-dealers or market makers. We weight the use of
third-party broker quotes, if any, in determining fair value based on our
understanding of the level of actual transactions used by the broker to develop
the quote and whether the quote was an indicative price or binding offer.
However, debt investments with remaining maturities within 60 days that are not
credit impaired are valued at cost plus accreted discount, or minus amortized
premium, which approximates fair value. Investments for which market quotations
are not readily available are valued at fair value as determined by our board of
directors based upon input from management and third party valuation firms.
Because these investments are illiquid and because there may not be any directly
comparable companies whose financial instruments have observable market values,
these loans are valued using a fundamental valuation methodology, consistent
with traditional asset pricing standards, that is objective and consistently
applied across all loans and through time.



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We use third-party valuation firms to assist the board of directors in the
valuation of its portfolio investments. The valuation reports generated by the
third-party valuation firms consider the evaluation of financing and sale
transactions with third parties, expected cash flows and market based
information, including comparable transactions, performance multiples, and
movement in yields of debt instruments, among other factors. Based on market
data obtained from the third-party valuation firms, we use a combined market
yield analysis and an enterprise model of valuation. In applying the market
yield analysis, the value of our loans are determined based upon inputs such as
the coupon rate, current market yield, interest rate spreads of similar
securities, the stated value of the loan, and the length to maturity. In
applying the enterprise model, we use a waterfall analysis which takes into
account the specific capital structure of the borrower and the related seniority
of the instruments within the borrower's capital structure into consideration.
To estimate the enterprise value of the portfolio company, we weigh some or all
of the traditional market valuation methods and factors based on the individual
circumstances of the portfolio company in order to estimate the enterprise
value. The methodologies for performing investments may be based on, among other
things: valuations of comparable public companies, recent sales of private and
public comparable companies, discounting the forecasted cash flows of the
portfolio company, third party valuations of the portfolio company, considering
offers from third parties to buy the company, estimating the value to potential
strategic buyers and considering the value of recent investments in the equity
securities of the portfolio company. For non-performing investments, we may
estimate the liquidation or collateral value of the portfolio company's assets
and liabilities using an expected recovery model. We may estimate the fair value
of warrants based on a model such as the Black-Scholes model or simulation
models or a combination thereof.



We undertake a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available, as described below:

• our quarterly valuation process begins with each portfolio investment

being initially valued by the valuation professionals;

• conclusions are then documented and discussed with senior management;

          and
          an independent valuation firm engaged by our board of directors prepares
          an independent valuation report for approximately one third of the
          portfolio investments each quarter on a rotating quarterly basis on non
     •    fiscal year-end quarters, such that each of these investments will be
          valued by an independent valuation firm at least twice per annum when
          combined with the fiscal year-end review of all the investments by
          independent valuation firms.



In addition, all of our investments are subject to the following valuation process:

• management reviews preliminary valuations and their own independent

assessment;

• the audit committee of our board of directors reviews the preliminary

          valuations of senior management and independent valuation firms; and
     •    our board of directors discusses valuations and determines the fair
          value of each investment in our portfolio in good faith based on the
          input of SIC Advisors, the respective independent valuation firms and
          the audit committee.




Due to the inherent uncertainty of determining the fair value of investments
that do not have a readily available market value, the fair value of our
investments may differ significantly from the values that would have been used
had a readily available market value existed for such investments, and the
differences could be material. In addition, changes in the market environment
(including the impact of COVID-19 on the financial market), portfolio company
performance, and other events may occur over the lives of the investments that
may cause the gains or losses ultimately realized on these investments to be
materially different than the valuations currently assigned.



Our investments in subordinated notes are carried at fair value, which is based
on a discounted cash flow model. The discounted cash flow model models both the
underlying collateral ("assets") and the liabilities of the CLO capital
structure. The discounted cash flow model uses a set of assumptions including
projected default rates, recovery rates, reinvestment rates and prepayment rates
in order to arrive at estimated cash flows of the assets. The discounted cash
flow model distributes the asset cash flows to the liability structure based on
the payment priorities and discounts them back using appropriate market discount
rates based on discount rates for comparable CLOs. The assumptions are based on
available market data as well as management estimates. Additional data is used
to validate the results from the discounted cash flow method, such as analysis
of relevant data observed in the CLO market, review of quotes, where available,
recent acquisitions and observable transactions in the subordinated notes, among
other factors.



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Revenue Recognition

We record interest income on an accrual basis to the extent that we expect to
collect such amounts. For loans and debt securities with contractual PIK
interest, which represents contractual interest accrued and added to the
principal balance, we generally will not accrue PIK interest for accounting
purposes if the portfolio company valuation indicates that such PIK interest is
not collectible. We do not accrue as a receivable interest on loans and debt
securities or accounting purposes if we have reason to doubt our ability to
collect such interest. Original issue discounts, market discounts, or premiums
are accreted or amortized using the effective interest method as interest
income. We record prepayment premiums on loans and debt securities as fee
income. Dividend income, if any, is recognized on an accrual basis to the extent
that we expect to collect such amount.



Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation


We measure net realized gains or losses by the difference between the net
proceeds from the repayment or sale and the amortized cost basis of the
investment, without regard to unrealized appreciation or depreciation previously
recognized. Net change in unrealized appreciation or depreciation reflects the
change in portfolio investment values during the reporting period, including any
reversal of previously recorded unrealized appreciation or depreciation, when
gains or losses are realized.



Payment-in-Kind Interest

We have investments in our portfolio that contain a PIK interest provision. Any
PIK interest is added to the principal balance of such investments and is
recorded as income, if the portfolio company valuation indicates that such PIK
interest is collectible. In order to maintain RIC tax treatment, substantially
all of this income must be paid out to stockholders in the form of dividends,
even if we have not collected any cash.



U.S. Federal Income Taxes


We have elected, and intend to qualify annually, to be treated for U.S. federal
income tax purposes as a RIC under Subchapter M of the Code. As a RIC, we
generally will not have to pay corporate-level U.S. federal income taxes on any
ordinary income or capital gains that we distribute to our stockholders from our
tax earnings and profits. To obtain and maintain our RIC tax treatment, we must,
among other things, meet specified source-of-income and asset diversification
requirements and distribute annually at least 90% of our ordinary income and
realized net short-term capital gains in excess of realized net long-term
capital losses, if any.



Recent Developments



On July 27, 2021, our board of directors declared a series of monthly
distributions for July, August and September 2021 in the amount of $0.01 per
share. Stockholders of record as of each respective monthly record date will be
entitled to receive the distribution. Below are the details for each respective
distribution:



Record Date           Payment Date       Amount per share
July 29, 2021        July 30, 2021      $             0.01
August 30, 2021     August 31, 2021                   0.01
September 29, 2021 September 30, 2021                 0.01




As previously reported, on March 7, 2021, Medley LLC, the parent of the
Company's investment adviser and administrator, commenced a voluntary case (the
"Chapter 11 Case") under chapter 11 of title 11 of the United States Code in the
United States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court"). The Chapter 11 Case is captioned In re Medley LLC, No, 21-10526 (KBO)
(Bankr. D. Del. Mar. 7, 2021).



In connection with the Chapter 11 Case, on August 11, 2021 the Company entered
into a commitment letter (the "Commitment Letter") among the Company, Medley
LLC, Medley Capital LLC, and SIC Advisors, pursuant to which the Company has
agreed to contribute $2.1 million, subject to certain conditions, to an employee
compensation and retention plan (the "Compensation Plan") to be established by
Medley Capital LLC.  The Compensation Plan is an element of a Term Sheet dated
July 21, 2021 (the "Term Sheet") filed by Medley LLC with the Bankruptcy Court
as Docket No. 276 in the Chapter 11 Case.



Pursuant to the Commitment Letter, the Company's contribution is to be made in
three equal installments of $700,000 in September 2021, December 2021, and
January 2022, and the contributions are to be used solely to fund payments to
employees of Medley Capital LLC under the Compensation Plan. To the extent any
such employee forfeits a compensation payment to which he or she would otherwise
be entitled or is obligated to return a payment received, the Company is
entitled to recoup the amount in its sole discretion.



The Company's obligations under the Commitment Letter are subject to review and
approval of definitive documents relating to the Compensation Plan,
conditionally approved by the Bankruptcy Court for purposes of solicitation of
votes, in form and substance consistent with the Compensation Plan included as
an exhibit to the Term Sheet.



The Company may terminate the Commitment Letter by written notice to Medley LLC,
Medley Capital LLC, and SIC Advisors upon the occurrence of certain events,
including, but not limited to, the entry by the Bankruptcy Court of an order
materially inconsistent with the Term Sheet; the failure by the Bankruptcy Court
to have entered an appropriate order by November 30, 2021; or the failure by SIC
Advisors to comply with any covenant or agreement in the Investment Advisory
Agreement dated April 5, 2012 between SIC Advisors and the Company.







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