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Description of Exhibits
−Removed: Separation and Distribution Agreement, dated as of July 8, 2024, by and between AFC Gamma, Inc.
−Removed: and Sunrise Realty Trust, Inc.
+Added: Separation and Distribution Agreement, dated as of July 8, 2024, by and between Advanced Flower Capital Inc.
+Added: (formerly known as AFC Gamma, Inc.) and Sunrise Realty Trust, Inc.
(filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K on July 8, 2024 and incorporated herein by reference).
−Removed: Articles of Amendment and Restatement of AFC Gamma, Inc.
−Removed: (filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-11 on January 22, 2021 and incorporated herein by reference).
+Added: Articles of Amendment and Restatement of Advanced Flower Capital Inc.
+Added: (formerly known as AFC Gamma, Inc.) (filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-11 on January 22, 2021 and incorporated herein by reference).
Articles of Amendment, dated March 10, 2022 (filed as Exhibit 3.1A to the Company’s Annual Report on Form 10-K on March 10, 2022 and incorporated herein by reference).
−Removed: Amended and Restated Bylaws of AFC Gamma, Inc.
−Removed: (filed as Exhibit 3.4 to the Company’s Registration Statement on Form S-11 on January 22, 2021 and incorporated herein by reference).
−Removed: Indenture, dated as of November 3, 2021, by and between AFC Gamma, Inc.
−Removed: and TMI Trust Company, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K on November 3, 2021 and incorporated herein by reference).
+Added: Articles of Amendment, dated October 22, 2024 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K on October 22, 2024 and incorporated herein by reference).
+Added: Second Amended and Restated Bylaws of Advanced Flower Capital Inc.
+Added: (formerly known as AFC Gamma, Inc.) (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K on October 22, 2024 and incorporated herein by reference).
+Added: Indenture, dated as of November 3, 2021, by and between Advanced Flower Capital Inc.
+Added: (formerly known as AFC Gamma, Inc.) and TMI Trust Company, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K on November 3, 2021 and incorporated herein by reference).
Form of 5.750% Senior Notes due 2027 (included in Exhibit 4.2).
−Removed: Amended and Restated Management Agreement, dated January 14, 2021 by and between AFC Gamma, Inc.
−Removed: and AFC Management, LLC (filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K on March 10, 2022 and incorporated herein by reference).
−Removed: First Amendment to Amended and Restated Management Agreement, dated March 10, 2022, by and between AFC Gamma, Inc.
−Removed: and AFC Management, LLC (filed as Exhibit 10.1A to the Company’s Annual Report on Form 10-K on March 10, 2022 and incorporated herein by reference).
−Removed: Second Amendment to Amended and Restated Management Agreement, dated November 7, 2022, by and between AFC Gamma, Inc.
−Removed: and AFC Management, LLC (filed as Exhibit 10.1B to the Company’s Quarterly Report on Form 10-Q on November 8, 2022 and incorporated herein by reference).
−Removed: Third Amendment to Amended and Restated Management Agreement, dated March 6, 2023 by and between AFC Gamma, Inc.
−Removed: and AFC Management, LLC (filed as Exhibit 10.1C to the Company’s Annual Report on Form 10-K on March 7, 2023 and incorporated herein by reference).
−Removed: Fourth Amendment to Amended and Restated Management Agreement, dated September 11, 2023 by and between AFC Gamma, Inc.
−Removed: and AFC Management, LLC (filed as Exhibit 10.1D to the Company’s Current Report on Form 8-K on September 12, 2023 and incorporated herein by reference).
−Removed: Fifth Amendment to Amended and Restated Management Agreement, dated February 22, 2024 by and between AFC Gamma, Inc.
−Removed: and AFC Management, LLC (filed as Exhibit 10.1E to the Company’s Current Report on Form 8-K on February 22, 2024 and incorporated herein by reference).
−Removed: Tax Matters Agreement, dated as of July 8, 2024, by and between AFC Gamma, Inc.
−Removed: and Sunrise Realty Trust, Inc.
+Added: Fifth Amendment to Amended and Restated Management Agreement, dated February 22, 2024 by and between Advanced Flower Capital Inc.
+Added: (formerly known as AFC Gamma, Inc.) and AFC Management, LLC (filed as Exhibit 10.1E to the Company’s Current Report on Form 8-K on February 22, 2024 and incorporated herein by reference).
+Added: Tax Matters Agreement, dated as of July 8, 2024, by and between Advanced Flower Capital Inc.
+Added: (formerly known as AFC Gamma, Inc.) and Sunrise Realty Trust, Inc.
(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on July 8, 2024 and incorporated herein by reference).
−Removed: Loan and Security Agreement, dated April 29, 2022, by and among AFC Gamma, Inc., as Borrower, and the lenders that are party thereto (filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K on May 2, 2022 and incorporated herein by reference).
−Removed: Amendment Number One to Loan and Security Agreement, dated March 26, 2024, by and among AFC Gamma, Inc., the lenders party thereto, and the lead arranger, bookrunner and administrative agent party thereto (filed as Exhibit 10.7A to the Company’s Current Report on Form 8-K on March 29, 2024 and incorporated herein by reference).
−Removed: Amendment Number Two to Loan and Security Agreement, dated July 18, 2024, by and among AFC Gamma, Inc., the lenders party thereto, and the lead arranger, bookrunner and administrative agent party thereto.
+Added: Amendment Number Two to Loan and Security Agreement, dated July 18, 2024, by and among Advanced Flower Capital Inc.
+Added: (formerly known as AFC Gamma, Inc.), the lenders party thereto, and the lead arranger, bookrunner and administrative agent party thereto (filed as Exhibit 10.7B to the Company’s Quarterly Report on Form 10-Q on August 7, 2024 and incorporated herein by reference).
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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** Furnished herewith
−Removed: † The registrant has omitted portions of the referenced exhibit pursuant to Item 601(b) of Regulation S-K because such portions are both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: August 7, 2024
−Removed: AFC GAMMA, INC.
+Added: † The registrant has omitted portions of the referenced exhibit pursuant to Item 601(b) of Regulation S-K because such portions are both (i) not material and (ii) the type of information that the registrant customarily and actually treats as private and confidential.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
+Added: November 13, 2024
+Added: ADVANCED FLOWER CAPITAL INC.
/s/ Daniel Neville
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.