●] Shares AFC GAMMA, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 28th, 2020 • AFC Gamma, Inc. • Real estate • New York
AFC GAMMA, INC., Issuer AND TMI TRUST COMPANY, Trustee INDENTURE Dated as of , 20 Debt SecuritiesIndenture • April 5th, 2022 • AFC Gamma, Inc. • Real estate • New York
INDENTURE, dated as of , 20 among AFC GAMMA, INC., a Maryland corporation (the “Company”), TMI Trust Company, as trustee (the “Trustee”) and Continental Stock Transfer and Trust, as security registrar:
AFC Gamma, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 3rd, 2022 • AFC Gamma, Inc. • Real estate • New York
FORM OF] DIRECTOR AND/OR OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • January 22nd, 2021 • AFC Gamma, Inc. • Real estate • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of __________________, 20__, by and between AFC Gamma, Inc., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).
AFC GAMMA, INC., AS ISSUER TMI TRUST COMPANY, AS TRUSTEE INDENTURE Dated as of November 3, 2021 5.750% SENIOR NOTES DUE 2027Indenture • November 3rd, 2021 • AFC Gamma, Inc. • Real estate • New York
AMENDED AND RESTATED MANAGEMENT AGREEMENT BETWEEN AFC GAMMA, INC. AND AFC MANAGEMENT, LLCManagement Agreement • March 23rd, 2021 • AFC Gamma, Inc. • Real estate • New York
This Amended and Restated Management Agreement (this “Agreement”) is made as of January 14, 2021, by and between AFC Gamma, Inc., a Maryland corporation (together with its subsidiaries, the “Company”), and AFC Management, LLC, a Delaware limited liability company (the “Manager”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 30th, 2023 • AFC Gamma, Inc. • Real estate • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of October 30, 2023, by and between AFC Management, LLC, a Delaware limited liability company (“AFC Management” or the “Company”), and Daniel Neville (the “Executive”). In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:
LOAN AND SECURITY AGREEMENT by and among EAST WEST BANK, as Agent, EAST WEST BANK, as Lead Arranger and Book Runner, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, AFC GAMMA, INC. as Borrower Dated as of April 29, 2022Loan and Security Agreement • May 2nd, 2022 • AFC Gamma, Inc. • Real estate • New York
THIS LOAN AND SECURITY AGREEMENT, is entered into as of April 29, 2022 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), EAST WEST BANK, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”), and as Book Runner (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”), and AFC GAMMA, INC., a Maryland corporation (“Borrower”).
FORM OF] REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2020 • AFC Gamma, Inc. • Real estate • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of ________________, 2020, by and among AFC Gamma, Inc., a Maryland corporation which will elect to be treated as a real estate investment trust (the “Company”), AFC Management, LLC, a Delaware limited liability company, and each Holder (as defined herein) who is listed on Schedule A hereto or becomes a party to this Agreement pursuant to Section 1.11 hereof.
AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 29th, 2024 • AFC Gamma, Inc. • Real estate
This Amendment Number One to Loan and Security Agreement (this “Amendment”) is entered into as of March 26, 2024 (the “First Amendment Effective Date”), by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), East West Bank, administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”), and as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), and AFC GAMMA, INC., a Maryland corporation (“Borrower”), in light of the following:
SECOND AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • November 8th, 2022 • AFC Gamma, Inc. • Real estate
This Second Amendment to Amended and Restated Management Agreement (this “Amendment”) is entered into effective as of November 7, 2022 (the “Effective Date”) by and between AFC Gamma, Inc., a Maryland corporation (together with its subsidiaries, the “Company”) and AFC Management, LLC, a Delaware limited liability company (the “Manager”).
CERTAIN IDENTIFIED INFORMATION MARKED BY [*] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRATION IF PUBLICLY DISCLOSEDCredit Facility Agreement • February 24th, 2021 • AFC Gamma, Inc. • Real estate
Reference is hereby made to the Letter Agreement, dated December 28, 2020 (the “Credit Facility Letter”), between AFC Gamma, Inc. (“AFC Gamma”), on the one hand, and [*] (collectively, “[*]”), on the other hand, with respect to a credit facility (the “Credit Facility”) proposed to be made available by AFC Gamma and/or its affiliates and designees to [*] upon the terms set forth in the term sheet attached thereto (the “Term Sheet”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Credit Facility Letter (including the Term Sheet).
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 3rd, 2021 • AFC Gamma, Inc. • Real estate
This Second Amendment to Revolving Credit Agreement (the “Amendment”) is dated as of November 3, 2021, by and among AFC Gamma, Inc., a Maryland corporation (the “Borrower”), the Lenders identified on the signature page hereof (such Lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and AFC Finance, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successor and assigns in such capacity, the “Agent”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • April 5th, 2022 • AFC Gamma, Inc. • Real estate • New York
CERTAIN IDENTIFIED INFORMATION MARKED BY [*] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSEDCredit Facility Agreement • February 24th, 2021 • AFC Gamma, Inc. • Real estate
Reference is hereby made to the Letter Agreement, dated December 28, 2020 (the “Credit Facility Letter”), between AFC Gamma, Inc. (“AFC Gamma”), on the one hand, and [*] (collectively, “[*]”), on the other hand, with respect to a $46,150,000 credit facility (the “Credit Facility”) proposed to be made available by AFC Gamma and/or its affiliates and designees to [*] upon the terms set forth in the term sheet attached thereto (the “Term Sheet”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Credit Facility Letter (including the Term Sheet).
SECURED REVOLVING CREDIT AGREEMENT dated as of August 18, 2020 by and among AFC GAMMA, INC., a Maryland corporation, as Borrower, THE LENDERS PARTY HERETO, as the Lenders, and AFC FINANCE, LLC, a Delaware limited liability company as AgentSecured Revolving Credit Agreement • December 28th, 2020 • AFC Gamma, Inc. • Real estate • Florida
THIS SECURED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of August 18, 2020 by and between AFC Gamma, Inc., a Maryland corporation, (the “Borrower”), the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and AFC Finance, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDMENT NUMBER TWO...Loan and Security Agreement • August 7th, 2024 • AFC Gamma, Inc. • Real estate
This Amendment Number Two to Loan and Security Agreement (this “Amendment”) is entered into as of July 18, 2024 (the “Second Amendment Effective Date”), by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), EAST WEST BANK, administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”), and as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), and AFC GAMMA, INC., a Maryland corporation (“Borrower”), in light of the following:
UNSECURED REVOLVING CREDIT AGREEMENT dated as of December 17, 2024 by and among ADVANCED FLOWER CAPITAL INC., a Maryland corporation, as Borrower, THE LENDERS PARTY HERETO, as the Lenders, and AFC FINANCE, LLC, a Delaware limited liability company as...Unsecured Revolving Credit Agreement • December 17th, 2024 • Advanced Flower Capital Inc. • Real estate • New York
THIS UNSECURED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of December 17, 2024, by and among Advanced Flower Capital Inc., a Maryland corporation (the “Borrower”), the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and AFC Finance, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”).
THIRD AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • March 7th, 2023 • AFC Gamma, Inc. • Real estate
This Third Amendment to Amended and Restated Management Agreement (this “Amendment”) is entered into effective as of March 6, 2023 (the “Effective Date”) by and between AFC Gamma, Inc., a Maryland corporation (together with its subsidiaries, the “Company”), and AFC Management, LLC, a Delaware limited liability company (the “Manager”).
FOURTH AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • September 12th, 2023 • AFC Gamma, Inc. • Real estate
This Fourth Amendment to Amended and Restated Management Agreement (this “Amendment”) is entered into effective as of September 11, 2023 (the “Effective Date”) by and between AFC Gamma, Inc., a Maryland corporation (together with its subsidiaries, the “Company”), and AFC Management, LLC, a Delaware limited liability company (the “Manager”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2024 • AFC Gamma, Inc. • Real estate • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 3, 2023, by and between AFC Management, LLC, a Delaware limited liability company (“AFC Management” or the “Company”), and Brandon Hetzel (the “Executive”). In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:
FIFTH AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • February 22nd, 2024 • AFC Gamma, Inc. • Real estate
This Fifth Amendment to Amended and Restated Management Agreement (this “Amendment”) is entered into as of February 22, 2024, by and between AFC Gamma, Inc., a Maryland corporation (together with its subsidiaries, the “Company”), and AFC Management, LLC, a Delaware limited liability company (the “Manager”). The Company and the Manager have agreed that this Agreement shall become effective upon the listing of the common stock, par value $0.01 per share (the “SUNS Common Stock”), of Sunrise Realty Trust, Inc. (“SUNS”) on a securities exchange registered as a national securities exchange under Section 6 of the Securities Exchange Act of 1934, as amended (the date of such effectiveness, the “Effective Date”).
AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 11th, 2021 • AFC Gamma, Inc. • Real estate
This Amendment to Revolving Credit Agreement (the “Amendment”) is dated as of May 7, 2021, by and among AFC Gamma, Inc., a Maryland corporation (the “Borrower”), the Lenders identified on the signature page hereof (collectively, “Lenders”), and AFC Finance, LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, “Agent”).
