8-K - AFCG - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 31, 2025

ADVANCED FLOWER CAPITAL INC.

(Exact name of registrant specified in its charter)

Maryland	001-39995	85-1807125
(State or Other Jurisdiction<br> Of Incorporation)	(Commission<br> File Number)	(IRS Employer<br> Identification No.)

477 S. Rosemary Ave., Suite 301

West Palm Beach, FL, 33401

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (561) 510-2390

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	AFCG	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

As previously disclosed, at a meeting on August 12, 2025, the Board of Directors (the “Board”) of Advanced Flower Capital Inc. (the “Company”) unanimously approved certain matters intended to facilitate the conversion (the “Conversion”) of the Company from a real estate investment trust (“REIT”) to a business development company (“BDC”) regulated under the Investment Company Act of 1940, as amended (the “1940 Act”), including, among other things, a new, 1940 Act-compliant investment advisory agreement by and between the Company and AFC Management, LLC (the “Manager”) (the “Investment Advisory Agreement”). On November 6, 2025, the Company held a special meeting of shareholders (the “Special Meeting”) where its shareholders approved the Investment Advisory Agreement and the application of the reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act to the Company (together, the “Conversion Proposals”), as described in the definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Special Meeting. In furtherance of the Conversion, as of December 31, 2025 (the “Conversion Date”), the Company (i) intends to revoke its election to be treated as a REIT for U.S. federal income tax purposes and elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, for the taxable year beginning on January 1, 2026, and for each taxable year thereafter until such time as the Board determines to cease seeking such qualification; and (ii) filed a notification on Form N-54A of election to be subject to Sections 55 through 65 of the 1940 Act (the “BDC Election”) with the U.S. Securities and Exchange Commission (“SEC”), thereby completing its conversion to a BDC.

Item 1.01 Entry into a Material Definitive Agreement.

Investment Advisory Agreement

In accordance with the foregoing, on the Conversion Date, the Company and the Manager entered into the Investment Advisory Agreement.

The Investment Advisory Agreement replaced the Existing Management Agreement (as defined below) beginning on January 1, 2026. Pursuant to the Investment Advisory Agreement, the Company will pay a base management fee (“Base Management Fee”) calculated at an annual rate of 1.50% of the average value of the Company’s average of gross assets at the end of the two most recently completed calendar quarters (excluding cash or cash equivalents but including assets purchased with borrowed funds) during the most recently completed calendar quarter; provided, however, the Base Management Fee shall be reduced by 50% (or such other amount as may be required under applicable law or as a condition to any exemptive relief on which the Company relies) of the sum of, without duplication, the aggregate amount of any other fees earned and paid to the Manager or its affiliates from portfolio companies of the Company on a pro rata basis relative to the Company’s hold size in the applicable investments during such quarter arising in connection with the investment advisory services rendered by it under the Investment Advisory Agreement or the general management services rendered by it under the Administration Agreement by and between the Company and the Manager (the “Administration Agreement,” and AFC Management LLC’s capacity thereunder, the “Administrator”) dated as of the Conversion Date (such other fees, “Outside Fees”), including any agency fees relating to the Company’s investments, but excluding the Incentive Compensation (as defined in the Investment Advisory Agreement) and any diligence fees paid and earned by the Manager and paid by third parties in connection with the Manager’s due diligence of potential investments for the Company; provided further, that the Base Management Fee will be calculated at an annual rate equal to 1.00% of the average value of the Company’s gross assets (excluding cash or cash equivalents but including assets purchased with borrowed funds) during the most recently completed calendar quarter that exceeds an amount equal to the product of (i) 200% and (ii) the Company’s net asset value at the end of the most recently completed calendar quarter (the “Leverage Break Point”).

In addition to the Base Management Fee, pursuant to the Investment Advisory Agreement, the Company will pay the Manager an incentive fee consisting of two parts (the “Investment Advisory Agreement Incentive Fees”). The first part is determined and paid quarterly based on the Company’s pre-incentive fee net investment income in respect of the current calendar quarter and the three preceding calendar quarters (or the appropriate portion thereof in the case of any of the Company’s first three calendar quarters following the effective date of the Investment Advisory Agreement (the “Trailing Four Quarters”)), and the second part is determined and payable in arrears based on net capital gains as of the end of each calendar year or upon termination of the Investment Advisory Agreement. Pre-incentive fee net investment income is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Base Management Fee, expenses payable to the Administrator under the Administration Agreement, any interest expense and distributions paid on any issued and outstanding preferred stock, but excluding the Investment Advisory Agreement Incentive Fees. Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as debt instruments with payment-in-kind (“PIK”) interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Adviser is not obligated to return to the Company the Incentive Fee it receives on PIK interest that is later determined to be uncollectible in cash. For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Pre-incentive fee net investment income will be compared to a “New Hurdle Rate” equal to the product of (i) 1.5% per quarter (6.0% annualized) and (ii) the sum of the Company’s net assets at the beginning of each applicable calendar quarter comprising the relevant Trailing Four Quarters. The New Hurdle Rate will be calculated after making appropriate adjustments to the Company’s net asset value at the beginning of each applicable calendar quarter for all issuances by the Company of shares of its common stock, including issuances pursuant to any dividend reinvestment plan and distributions during the applicable calendar quarter. The Company will pay the Manager an incentive fee based on income with respect to its pre-incentive fee net investment income as follows:

●	no incentive fee based on pre-incentive fee net investment income in any calendar quarter in which the Company’s aggregate pre-incentive fee net investment income in respect of the relevant Trailing Four Quarters does not exceed the New Hurdle Rate in respect of the relevant Trailing Four Quarters;

●	100% of pre-incentive fee net investment income in respect that portion of such pre-incentive fee net investment income, if any, that exceeds the New Hurdle Rate but is less than 1.8182% in any calendar quarter (7.2728% annualized). The Company refers to this portion of the pre-incentive fee net investment income (which exceeds the New Hurdle Rate but is less than 1.8182%) as the “New Catch-Up.” The New Catch-Up is meant to provide the Manager with approximately 17.5% of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.8182% in any calendar quarter; and
●	17.5% of the pre-incentive fee net investment income in respect of the relevant Trailing Four Quarters that exceeds 1.8182% in respect of the relevant Trailing Four Quarters (7.2728% annualized), which reflects that once the New Hurdle Rate is reached and the New Catch-Up is achieved, 17.5% of the pre-incentive fee net investment income in respect of the relevant Trailing Four Quarters that exceeds the New Catch-Up amounts is paid to the Manager.
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100% of pre-incentive fee net investment income in respect that portion of such pre-incentive fee net investment income, if any, that exceeds the New Hurdle Rate but is less than 1.8182% in any calendar quarter (7.2728% annualized). The Company refers to this portion of the pre-incentive fee net investment income (which exceeds the New Hurdle Rate but is less than 1.8182%) as the “New Catch-Up.” The New Catch-Up is meant to provide the Manager with approximately 17.5% of the Company’s pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 1.8182% in any calendar quarter; and

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17.5% of the pre-incentive fee net investment income in respect of the relevant Trailing Four Quarters that exceeds 1.8182% in respect of the relevant Trailing Four Quarters (7.2728% annualized), which reflects that once the New Hurdle Rate is reached and the New Catch-Up is achieved, 17.5% of the pre-incentive fee net investment income in respect of the relevant Trailing Four Quarters that exceeds the New Catch-Up amounts is paid to the Manager.

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The Investment Advisory Agreement has an initial term expiring on December 31, 2027, unless terminated earlier in accordance with its terms. Thereafter, the Investment Advisory Agreement will continue in effect from year to year, so long as such continuance shall be approved at least annually by (a) the vote of the Company’s Board, or by the vote of a majority of the outstanding voting securities of the Company and (b) the vote of a majority of the Company’s directors who are not parties to the Investment Advisory Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of any such party, in accordance with the requirements of the 1940 Act.

The foregoing description of the Investment Advisory Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investment Advisory Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

Administration Agreement

In connection with the Conversion, on the Conversion Date, the Company and the Administrator entered into the Administration Agreement.

Pursuant to the Administration Agreement, the Administrator performs, or oversees or arranges for the performance of, the Company’s required administrative services, which include, among other things, providing the Company with office facilities, equipment, clerical, bookkeeping, compliance, and recordkeeping services. In addition, the Administrator conducts relations with custodians, depositories, transfer agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwritings, brokers and dealers, corporate fiduciaries, insurers, banks, and other persons in any other capacity deemed by the Administrator to be necessary and desirable. The Administrator will be responsible for the financial and other records that the Company is required to maintain, and under the 1940 Act, will prepare, print and disseminate reports to shareholders and reports and other materials filed with the SEC. Further, the Administrator is responsible for assisting the Company in determining and publishing the Company’s net asset value, overseeing the preparation and filing of the Company’s tax returns, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others.

No separate fee is paid by the Company for the services provided by the Administrator under the Administration Agreement, so long as the Manager, an affiliate of the Manager, or their respective assigns continues to serve as the Manager to the Company. Notwithstanding the foregoing, the Company will reimburse the Administrator an amount equal to the Company’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including the Company’s fair and equitable allocable share of the compensation, including annual base salary, bonus, any related withholding taxes and employee benefits, paid to personnel providing finance, tax, accounting, internal audit, legal, risk management, operations, originations, marketing, investor relations, portfolio monitoring and servicing, compliance services and other non-investment personnel of the Manager and its affiliates as reasonably determined by the Manager to appropriately reflect the portion of time spent devoted by such personnel to the Company’s affairs, as well as the actual cost of goods and services used for the Company and obtained by the Administrator from entities not affiliated with the Company. The Company will also reimburse the Administrator for the reasonably allocated actual costs of administrative services performed by Administrator for the operation of the Company.

The Administration Agreement has an initial term expiring on December 31, 2027 unless terminated earlier in accordance with its terms. Thereafter, the Administration Agreement will renew automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (a) the vote of the Board or the vote of a majority of the outstanding voting securities of the Company and (b) the vote of a majority of the Company’s directors who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of any such party.

The foregoing description of the Administration Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Administration Agreement, which is filed as Exhibit 10.2 to this Current Report and is incorporated herein by reference.

Custody Agreement

On the Conversion Date, the Company entered into a Custody Agreement (the “Custody Agreement”) with East West Bank (the “Custodian”). Pursuant to the Custody Agreement, the Custodian serves as the Company’s custodian and holds cash and other assets (including loans or other alternative assets) on behalf of the Company in accordance with the 1940 Act. East West Bank may engage one or more qualified sub-custodian(s) to hold securities, cash, or other assets on behalf of the Company. Either party may terminate the Custody Agreement at any time upon sixty days’ prior written notice.

The foregoing description of the Custody Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Custody Agreement, which is filed with this report as Exhibit 10.3 and incorporated herein by reference.

Transfer Agency Agreement

On the Conversion Date, the Company entered into a Transfer Agency and Registrar Services Agreement (the “Transfer Agency Agreement”) with Equiniti Trust Company, LLC (“Equiniti”). Pursuant to the Transfer Agency Agreement, Equiniti, among other things, provides account maintenance and recordkeeping services, processes routine transfers, respond to shareholder and broker inquiries, maintain records of outstanding shares, and report transaction information. The Transfer Agency Agreement has an initial term expiring on December 31, 2027 and will automatically renew for successive one-year terms absent action by the parties. Either party may terminate the Transfer Agency Agreement upon thirty days’ notice written notice.

The foregoing description of the Transfer Agency Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transfer Agency Agreement, which is filed with this report as Exhibit 10.4 and incorporated herein by reference.

PINE Services Agreement

On the Conversion Date, the Company entered into a Services Agreement (the “PINE Services Agreement”) with PINE Advisors LLC (“PINE”). Pursuant to the PINE Services Agreement, PINE, among other things, makes available separate employees of PINE to serve as the Company’s principal financial officer (“PFO”) (beginning on March 16, 2026) and chief compliance officer (“CCO”). In addition, PINE provides various PFO- and CCO-related services, including providing oversight of the Company’s fund accounting agent, transfer agent, and custodian; coordinating the Company’s annual audit; preparing ongoing updates to the Board regarding the Company’s compliance policies and procedures; and conducting ongoing testing of the Company’s compliance policies and procedures. The PINE Services Agreement has an initial term expiring on December 31, 2026 and will automatically renew for successive one-year terms absent action by the parties. The parties may mutually agree in writing to terminate the PINE Services Agreement at any time. The Company’s Board may terminate the services provided by the PFO or CCO at any time without penalty.

The foregoing description of the PINE Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transfer Agency Agreement, which is filed with this report as Exhibit 10.5 and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

On the Conversion Date, the Manager and the Company mutually agreed to terminate the Amended and Restated Management Agreement, dated as of January 14, 2021, as amended from time to time, between the Company and the Manager (the “Existing Management Agreement”). As noted above, the Investment Advisory Agreement replaced the Existing Management Agreement beginning on January 1, 2026. The Manager is not entitled to a Termination Fee (as defined in the Existing Management Agreement) in connection with this termination. Detailed descriptions of the material terms of the Existing Management Agreement are set forth in the Company’s definitive proxy statement, filed with the SEC on September 16, 2025, under the captions titled “Proposal 1: Approval of an investment Advisory Agreement with Advanced Flower Capital Inc.—Summary of Changes in the Proposed Investment Advisory Agreement”, “—Comparison of the Proposed Investment Advisory Agreement and Existing Management Agreement—Existing Management Agreement”, and “—Existing Management Agreement—Fees and Expenses”, which descriptions are incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

In connection with the Conversion, on the Conversion Date, the Company filed with the State Department of Assessments and Taxation of Maryland a Certificate of Notice disclosing that, pursuant to the charter of the Company (the “Charter”), the Board determined that it is no longer in the best interests of the Company for the Company to continue to qualify as a REIT for U.S. federal income tax purposes and that the ownership and transfer restrictions set forth in Article VII of the Charter shall no longer be in effect (the “Certificate of Notice”). In addition, in conjunction with the Conversion, the Board approved the Third Amended and Restated Bylaws of the Company (the “Bylaws”), which became effective on the Conversion Date. The amendments to the Bylaws include (1) adding a majority voting standard for the election of directors in contested elections and retaining a plurality standard for the election of directors in uncontested elections, (2) revising the advance notice provisions of the Bylaws to conform with customary provisions for BDCs, (3) providing that the Maryland Control Share Acquisition Act applies to any acquisition or proposed acquisition of shares of stock of the Company to the extent provided in the Maryland Control Share Acquisition Act (other than with respect to (a) the acquisition of shares of stock of the Company by Leonard M. Tannenbaum, AFC Management LLC or any of their affiliates or (b) the voting rights of the holders of any shares of preferred stock of the Company), (4) clarifying that the exclusive forum provisions apply to actions arising under federal securities laws, including the 1940 Act, and (5) clarifying that in the event of any conflict between the 1940 Act and any provision of the Maryland General Corporation Law or the Charter or Bylaws, the applicable provisions of the 1940 Act will control. In addition to the amendments described above, the Bylaws include certain changes to clarify language, comply with or conform to Maryland law and the 1940 Act and make various technical corrections and ministerial changes.

The foregoing descriptions of the Certificate of Notice and the Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Certificate of Notice and the Bylaws, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report and are incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

In connection with the Conversion, on the Conversion Date, the Board appointed Pete Sattelmair as assistant treasurer and principal financial officer (“PFO”) of the Company beginning on March 16, 2026, pursuant to the terms, including with respect to compensation of Mr. Sattelmair, of the PINE Services Agreement.

Pursuant to the PINE Services Agreement and in accordance with the Company’s Charter and Bylaws, Mr. Sattelmair, 48, will continue to serve as the Company’s PFO unless the Company’s Board determines to terminate Mr. Sattelmair’s service. He joined PINE in 2021 and currently serves as a director in the Principal Financial Officer (PFO) Services team. In this role, Mr. Sattelmair serves as the principal financial officer for a variety of 1940 Act registered products. Mr. Sattelmair’s responsibilities include the review and certification of financial reports, coordinating audits, assisting with valuation committee and board meetings, and providing oversight of third-party administrators and other service providers. Prior to joining PINE, Mr. Sattelmair was the Director of Fund Operations for Transamerica Asset Management from 2014-2021. He has been in the financial services industry since 1999 and has a background in mutual fund accounting and administration.

Mr. Sattelmair does not have any family relationships with any current director, executive officer, or person nominated to become a director or executive officer, of the Company, and there are no transactions, to which the Company is a party, or intended to be a party, in which Mr. Sattelmair has, or will have, a material interest subject to Item 404(a) of Regulation S-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure set forth above under Item 3.03 of this Current Report is incorporated by reference into this Item 5.03.

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

Effective on the Conversion Date, in connection with the Company becoming a BDC, the Board adopted a new Code of Ethics for Principal Executive and Senior Financial Officers, which is applicable to the Company’s principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions, and is available on the Company’s website at advancedflowercapital.com. The information on the Company’s website does not constitute part of this Current Report and is not incorporated by reference herein.

Item 8.01 Other Events.

Press Release

On December 31, 2025, the Company issued a press release announcing the completion of the Conversion. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report and is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed with this Current Report.

Exhibit	Description
3.1	Certificate of Notice of Advanced Flower Capital Inc.
3.2	Third Amended and Restated By-Laws of Advanced Flower Capital Inc.
10.1	Investment Advisory Agreement, dated December 31, 2025, by and between Advanced Flower Capital Inc. and AFC Management, LLC
10.2	Administration Agreement, dated December 31, 2025, by and between Advanced Flower Capital Inc. and AFC Management, LLC
10.3	Form of Custody Agreement by and between Advanced Flower Capital Inc. and East West Bank
10.4	Transfer Agency and Registrar Services Agreement, dated December 31, 2025, by and between Advanced Flower Capital, Inc. Equiniti Trust Company, LLC
10.5	Services Agreement, dated December 31, 2025, by and between Advanced Flower Capital, Inc. and PINE Advisors LLC.
99.1	Press Release dated January 5, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

FORWARD-LOOKING STATEMENTS

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect the Company’s current views and projections with respect to, among other things, future events and financial performance. Words such as “believes,” “expects,” “will,” “intends,” “plans,” “guidance,” “estimates,” “projects,” “anticipates,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements, including statements about the Company’s future growth and strategies for such growth, are subject to the inherent uncertainties in predicting future results and conditions and are not guarantees of future performance, conditions or results. Certain factors, including the ability of the Company’s manager to locate suitable loan opportunities for the Company, monitor and actively manage the Company’s loan portfolio and implement the Company’s investment strategy; the demand for cannabis cultivation and processing facilities and dispensaries; management’s current estimate of expected credit losses and current expected credit loss reserve and other factors could cause actual results and performance to differ materially from those projected in these forward-looking statements. More information on these risks and other potential factors that could affect the Company’s business and financial results is included in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Company’s most recently filed periodic reports on Form 10-K, Form 10-Q and subsequent filings. New risks and uncertainties arise over time, and it is not possible to predict those events or how they may affect the Company. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ADVANCED FLOWER CAPITAL INC.
Dated:	January 5, 2026	By:	/s/ Brandon Hetzel
			Brandon Hetzel<br><br> <br>Chief Financial Officer and Treasurer

Exhibit 3.1

ADVANCED FLOWER CAPITAL Inc.

CERTIFICATE OF NOTICE

THIS IS TO CERTIFY THAT:

FIRST: The Board of Directors of Advanced Flower Capital Inc., a Maryland corporation (the “Corporation”), pursuant to Section 5.7 of Article V of the charter of the Corporation (the “Charter”), has determined that it is no longer in the best interests of the Corporation for the Corporation to continue to qualify as a real estate investment trust for U.S. federal income tax purposes.

SECOND: Pursuant to Article FIRST, the Restriction Termination Date (as defined in Section 7.1 of Article VII of the Charter) has occurred, and the restrictions on ownership and transfer of shares of Common Stock and Capital Stock (each as defined in the Charter) set forth in Article VII of the Charter shall no longer be in effect.

THIRD: The undersigned acknowledges this Certificate of Notice to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Notice to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 31^st^ day of December 2025.

ATTEST:		ADVANCED FLOWER CAPITAL INC.
/s/ Gabriel Katz		By:	/s/ Daniel Neville
Name:	Gabriel Katz	Name:	Daniel Neville
Title:	Secretary	Title:	Chief Executive Officer

Exhibit 3.2

ADVANCED FLOWER CAPITAL INC.

THIRD AMENDED AND RESTATED BYLAWS

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office of Advanced Flower Capital Inc. (the “Corporation”) in the State of Maryland shall be located at such place as the Board of Directors of the Corporation (the “Board of Directors”) may designate from time to time.

Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set in accordance with these bylaws (the “Bylaws”) and stated in the notice of the meeting.

Section 2. ANNUAL MEETING. An annual meeting of stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held on the date and at the time and place set by the Board of Directors.

Section 3. SPECIAL MEETINGS.

(a) General. Each of the chairman of the board, chief executive officer, president and Board of Directors may call a special meeting of stockholders. Except as provided in subsection (b)(4) of this Section 3, a special meeting of stockholders shall be held on the date and at the time and place set by the chairman of the board, chief executive officer, president or Board of Directors, whoever has called the meeting. Subject to subsection (b) of this Section 3, a special meeting of stockholders shall also be called by the secretary of the Corporation to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”).

(b) Stockholder-Requested Special Meetings. (1) Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information relating to each such stockholder and each matter proposed to be acted on at the meeting that would be required to be disclosed in connection with the solicitation of proxies for the election of directors in an

election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which a Record Date Request Notice is received by the secretary.

(2) In order for any stockholder to request a special meeting to act on any matter that may properly be considered at a meeting of stockholders, one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by stockholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than the Special Meeting Percentage shall be delivered to the secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (b) bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (c) set forth (i) the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and number of all shares of stock of the Corporation which are owned (beneficially or of record) by each such stockholder and (iii) the nominee holder for, and number of, shares of stock of the Corporation owned beneficially but not of record by such stockholder, (d) be sent to the secretary by registered mail, return receipt requested, and (e) be received by the secretary within 60 days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

(3) The secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering the notice of the meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 3(b), the secretary receives payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice of the meeting.

(4) In the case of any special meeting called by the secretary upon the request of stockholders (a “Stockholder-Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that the date of any Stockholder-Requested Meeting shall be not more than 90 days after the record date for such meeting (the “MeetingRecord Date”); and provided further that if the Board of Directors fails to designate, within ten days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Stockholder-Requested Meeting, then such meeting shall be held at 2:00 p.m., local time, on the 90^th^ day after the Meeting Record Date or, if such 90^th^ day is not a Business Day (as defined below), on the first preceding Business Day; and providedfurther that in the event that the Board of Directors fails to designate a place for a Stockholder-Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Corporation. In fixing a date for a

Stockholder-Requested Meeting, the Board of Directors may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directors to call an annual meeting or a special meeting. In the case of any Stockholder-Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30^th^ day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may revoke the notice for any Stockholder-Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of paragraph (3) of this Section 3(b).

(5) If written revocations of the Special Meeting Request have been delivered to the secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting on the matter to the secretary: (i) if the notice of meeting has not already been delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the notice of meeting has been delivered and if the secretary first sends to all requesting stockholders who have not revoked requests for a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the Corporation’s intention to revoke the notice of the meeting or for the chairman of the meeting to adjourn the meeting without action on the matter, (A) the secretary may revoke the notice of the meeting at any time before ten days before the commencement of the meeting or (B) the chairman of the meeting may call the meeting to order and adjourn the meeting from time to time without acting on the matter. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6) The chairman of the board, chief executive officer, president or Board of Directors may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been received by the secretary until the earlier of (i) five Business Days after actual receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Corporation that the valid requests received by the secretary represent, as of the Request Record Date, stockholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(7) For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of Florida are authorized or obligated by law or executive order to close.

Section 4. NOTICE. Not less than ten nor more than 90 days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the date, time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business, by electronic transmission or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless such stockholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

Subject to Section 11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice. The Corporation may postpone or cancel a meeting of stockholders by making a public announcement (as defined in Section 11(c)(3) of this Article II) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise in the manner set forth in this section.

Section 5. ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment or appointed individual, by the chairman of the board or, in the case of a vacancy in the office or absence of the chairman of the board, by one of the following individuals present at the meeting in the following order: the vice chairman of the board, if there is one, the chief executive officer, the president, the vice presidents in their order of rank and, within each rank, in their order of seniority, the secretary or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy at such meeting. The secretary or, in the case of a vacancy in the office or absence of the secretary, an assistant secretary or an individual appointed by the Board of Directors or the chairman of the meeting shall act as secretary of the meeting. In the event that the secretary presides at a meeting of stockholders, an assistant secretary, or, in the absence of all assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. Even if present at the meeting, the person holding the office named herein may delegate to another person the power to act as chairman or secretary of the meeting. The Board of Directors may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders as the Board of Directors deems appropriate. Except to the extent not prohibited by any such rules, regulations and procedures adopted by the Board of Directors, the chairman of the meeting shall determine the order of business and all other matters of procedure at such meeting of stockholders and shall have the authority to prescribe such rules, regulations and procedures and take such other actions as, in the discretion of the chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance or participation at the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other individuals as the chairman of the meeting may determine; (c) recognizing speakers at the meeting and determining when and for how long speakers and any individual speaker may address the meeting; (d) determining when and for how long the polls should be opened and when the polls should be closed and when announcement of the results should be made; (e) maintaining order and security at the meeting; (f) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (g) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date and time and at a place either (i) announced at the meeting or (ii) provided at a future time through means announced at the meeting; and (h) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with any rules of parliamentary procedure.

Section 6. QUORUM. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter (without regard to class) shall constitute a quorum, except with respect to any such matter that, under applicable statutes or regulatory requirements or the charter of the Corporation (the “Charter”), requires approval by a separate vote of one or more classes or series of stock, in which case the presence in person or by proxy of the holders of shares entitled to cast a majority of all the votes entitled to be cast by such classes or series on such matter shall constitute a quorum. This section shall not affect any requirement under any statute or the Charter for the vote necessary for the approval of any matter. If such quorum is not established at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting sine die or from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The date, time and place of the meeting, as reconvened, shall be either (i) announced at the meeting or (ii) provided at a future time through means announced at the meeting.

The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum.

Section 7. VOTING. Except as otherwise required by law or by the Charter, a plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director. However, a nominee for director shall be elected as a director only if such nominee receives a majority of all the votes entitled to be cast for such nominee at a meeting of stockholders duly called and at which a quorum is present for which (i) the secretary of the Corporation receives notice that a stockholder has nominated an individual for election as a director in compliance with the requirements of advance notice of stockholder nominees for director set forth in Article II, Section 11 of these Bylaws, and (ii) such nomination has not been withdrawn by such stockholder on or before the close of business on the tenth day before the date of filing of the definitive proxy statement of the Corporation with the Securities and Exchange Commission, and, as a result of which, the number of nominees is greater than the number of directors to be elected at the meeting. Each share entitles the holder thereof to vote for as many individuals as there are directors to be elected and for whose election the holder is entitled to vote. A majority of the votes cast in favor of a matter (other than the election of directors) at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any such matter which may properly come before the meeting, unless a different number or proportion is required by statute (including, but not limited to, the Investment Company Act of 1940 (as amended, the “Investment Company Act”)) or by the Charter. Unless otherwise provided by statute or by the Charter, each outstanding share of stock, regardless of class, entitles the holder thereof to cast one vote on each matter submitted to a vote at a meeting of stockholders. Voting on any question or in any election may be viva voce unless the chairman of the meeting shall order that voting be by ballot or otherwise.

Section 8. PROXIES. A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed or authorized by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by applicable law. Such proxy or evidence of authorization of such proxy shall be filed with the record of the proceedings of the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy.

Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.

Section 9. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, partnership, trust, joint venture, limited liability company or other entity, if entitled to be voted, may be voted by the president or a vice president, general partner, trustee, managing member or manager thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person, who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or an agreement of the partners of a partnership, presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any trustee or fiduciary, in such capacity, may vote stock registered in such trustee’s or fiduciary’s name, either in person or by proxy.

Shares of stock of the Corporation directly or indirectly owned by the Corporation shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by the Corporation in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or appropriate. On receipt by the secretary of the Corporation of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.

Section 10. INSPECTORS. The Board of Directors or the chairman of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. Except as otherwise provided by the chairman of the meeting, the inspectors, if any, shall (a) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effect of proxies, (b) receive and tabulate all votes, ballots or consents, (c) report such tabulation to the chairman of the meeting, (d) hear and determine all challenges and questions arising in connection with the right to vote, (e) perform such tasks as may be required by applicable law and (f) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of the inspectors if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority of the inspectors shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.

(a) Annual Meetings of Stockholders. (1) Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders at any annual meeting of stockholders may only be made (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the annual meeting, at the time of giving of notice by the stockholder as provided for in this Section 11(a) and at the time of the annual meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with this Section 11(a).

(2) For any nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this Section 11, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and any such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information and representations required under this Section 11 and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 150^th^ day nor later than 5:00 p.m., Eastern Time, on the 120^th^ day prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the stockholder to be timely, such notice must be so delivered not earlier than the 150^th^ day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120^th^ day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. The postponement or adjournment of an annual meeting (or the public announcement thereof) shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(3) Such stockholder’s notice shall set forth:

(i) as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”);

(A) the name, age, business address and residence address of such individual;

(B) the class, series and number of any shares of stock of the Corporation that are beneficially owned by such individual;

(D) all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules of any national securities exchange or over-the-counter market on which the Corporation’s securities are listed or traded; and

(E) whether such stockholder believes any such Proposed Nominee is, or is not, an “interested person” of the Corporation, as defined in the Investment Company Act, and information regarding such individual that is sufficient, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation, to make such determination;

(ii) as to any other business that the stockholder proposes to bring before the meeting, (A) a description of such business (including the text of any proposal), the stockholder’s reasons for proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom and (B) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Regulation 14A (or any successor provision) of the Exchange Act;

(iii) as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person,

(A) the class, series and number of all shares of stock or other securities of the Corporation or any affiliate thereof (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Company Securities of any such person,

(B) the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person,

(C) whether and the extent to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefit of changes in the price of (x) Company Securities or (y) any security of any other closed end investment company that has elected to be regulated as a business development company under the Investment Company Act (a “Peer Group Company”) for such stockholder, Proposed Nominee or Stockholder Associated Person or (II) increase or decrease the voting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the Corporation or any affiliate thereof (or, as applicable, in any Peer Group Company) disproportionately to such person’s economic interest in the Company Securities (or, as applicable, in any Peer Group Company), and

(D) any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated Person, in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Company Securities where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

(iv) as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section 11(a) and any Proposed Nominee,

(A) the name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and address, if different, of each such Stockholder Associated Person and any Proposed Nominee, and

(B) the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person that is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person;

(v) the name and address of any person who contacted or was contacted by the stockholder giving the notice or any Stockholder Associated Person about the Proposed Nominee or other business proposal;

(vi) to the extent known by the stockholder giving the notice, the name and address of any other person supporting the nominee for election or reelection as a director or the proposal of other business; and

(viii) all other information regarding the stockholder giving the notice and each Stockholder Associated Person that would be required to be disclosed by the stockholder in connection with the solicitation of proxies for the election of directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act.

(4) Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by

(i) a written representation executed by the Proposed Nominee:

(A) that such Proposed Nominee (I) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the Corporation, (II) consents to be named in a proxy statement as a nominee, (III) consents to serve as a director of the Corporation if elected, (IV) will notify the Corporation simultaneously with the notification to the stockholder of the Proposed Nominee’s actual or potential unwillingness or inability to serve as a director and (V) does not need any permission or consent from any third party to serve as a director of the Corporation, if elected, that has not been obtained, including any employer or any other board or governing body on which such Proposed Nominee serves;

(B) attaching copies of any and all requisite permissions or consents; and

(C) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request, to the stockholder providing the notice, and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, or would be required pursuant to the rules of any national securities exchange on which any securities of the Corporation are listed or over-the-counter market on which any securities of the Corporation are traded); and

(ii) a written representation executed by the stockholder that such stockholder will:

(A) furnish such other or additional information as the Corporation may request for the purpose of determining whether the requirements of this Section 11 have been complied with and of evaluating any nomination or other business described in the stockholder’s notice; and

(B) appear in person or by proxy at the meeting to nominate any Proposed Nominees or to bring such business before the meeting, as applicable, and acknowledges that if the stockholder does not so appear in person or by proxy at the meeting to nominate such Proposed Nominees or bring such business before the meeting, as applicable, the Corporation need not bring such Proposed Nominee or such business for a vote at such meeting and any proxies or votes cast in favor of the election of any such Proposed Nominee or of any proposal related to such other business need not be counted or considered.

(5) Notwithstanding anything in this subsection (a) of this Section 11 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased, and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting, a stockholder’s notice required by this Section 11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Corporation.

(6) For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person acting in concert with such stockholder or another Stockholder Associated Person or who is otherwise a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in the solicitation, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such stockholder or such Stockholder Associated Person.

(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting and, except as contemplated by and in accordance with the next two sentences of this Section 11(b), no stockholder may nominate an individual for election to the Board of Directors or make a proposal of other business to be considered at a special meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with Section 3(a) of this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the special meeting, at the time of giving of notice provided for in this Section 11 and at the time of the special meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information and representations required by paragraphs (a)(3) and (4) of this Section 11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120^th^ day prior to such special meeting and not later than 5:00 p.m., Eastern Time**,** on the later of the 90^th^ day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting. The postponement or adjournment of a special meeting (or public announcement thereof) shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(c) General. (1) If any information or representation submitted pursuant to this Section 11 by any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders, including any information or representation from a Proposed Nominee, shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in any such information or representation. Upon written request by the secretary or the Board of Directors, any such stockholder or Proposed Nominee shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), (i) written verification, satisfactory, in the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 11, (ii) a written update of any information (including, if requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the stockholder pursuant to this Section 11 as of an earlier date and (iii) an updated representation by each Proposed Nominee that such individual will serve as a director of the Corporation if elected. If a stockholder or Proposed Nominee fails to provide such written verification, update or representation within such period, the information as to which such written verification, update or representation was requested may be deemed not to have been provided in accordance with this Section 11.

(2) Only such individuals who are nominated in accordance with this Section 11 shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 11. A stockholder proposing a Proposed Nominee shall have no right to (i) nominate a number of Proposed Nominees that exceed the number of directors to be elected at the meeting or (ii) substitute or replace any Proposed Nominee unless such substitute or replacement is nominated in accordance with this Section 11 (including the timely provision of all information and representations with respect to such substitute or replacement Proposed Nominee in accordance with the deadlines set forth in this Section 11). If the Corporation provides notice to a stockholder that the number of Proposed Nominees proposed by such stockholder exceeds the number of directors to be elected at a meeting, the stockholder must provide written notice to the Corporation within five Business Days stating the names of the Proposed Nominees that have been withdrawn so that the number of Proposed Nominees proposed by such stockholder no longer exceeds the number of directors to be elected at a meeting. If any individual who is nominated in accordance with this Section 11 becomes unwilling or unable to serve on the Board of Directors, then the nomination with respect to such individual shall no longer be valid and no votes may validly be cast for such individual. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11.

(3) For purposes of this Section 11, “the date of the proxy statement” shall have the same meaning as “the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure (A) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (B) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act or the Investment Company Act.

(4) Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act with respect to the matters set forth in this Section 11. Nothing in this Section 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit a proposal from, any proxy statement filed by the Corporation with the Securities and Exchange Commission pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 11 shall require disclosure of revocable proxies received by, or routine solicitation contacts made by or on behalf of, the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies after the filing of a definitive proxy statement on Schedule 14A by such stockholder or Stockholder Associated Person under Section 14(a) of the Exchange Act.

(5) Notwithstanding anything in these Bylaws to the contrary, except as otherwise determined by the chairman of the meeting, if the stockholder giving notice as provided for in this Section 11 does not appear in person or by proxy at such annual or special meeting to present each nominee for election as a director or the proposed business, as applicable, such matter shall not be considered at the meeting.

Section 12. CONTROL SHARE ACQUISITION ACT. Title 3, Subtitle 7 (the “Control Share Act”) of the Maryland General Corporation Law, or any successor statute (the “MGCL”) shall apply to any acquisition or proposed acquisition of shares of stock of the Corporation to the extent provided in the Control Share Act, subject to any limitations under the Investment Company Act. Notwithstanding the foregoing sentence, the Control Share Act shall not apply to (a) any acquisition of shares of stock of the Corporation by Leonard M. Tannenbaum, AFC Management, LLC, a Delaware limited liability company, or any of their respective associates or (b) the voting rights of the holders of any shares of preferred stock of the Corporation (but only with respect to such shares).

Section 13. TELEPHONE AND REMOTE COMMUNICATION MEETINGS. The Board of Directors or chairman of the meeting may permit one or more stockholders to participate in a meeting by means of a conference telephone or other communications equipment in any manner permitted by Maryland law. In addition, the Board of Directors may determine that a meeting not be held at any place, but instead may be held solely by means of remote communications in any matter permitted by Maryland law. Participation in a meeting by these means constitutes presence in person at such meeting.

ARTICLE III

DIRECTORS

Section 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.

Section 2. NUMBER, TENURE AND RESIGNATION. A majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided, however, that the number thereof shall never be less than the minimum number required by the MGCL, nor more than 11, and provided further that the tenure of office of a director shall not be affected by any decrease in the number of directors. Directors shall be elected at the annual meeting of stockholders, and each director shall hold office for the term for which he or she is elected and until his or her successor is duly elected and qualifies. Any director of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairman of the board or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors may be held at such date, time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of Directors may provide, by resolution, the date, time and place of regular meetings of the Board of Directors without notice other than such resolution.

Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairman of the board, the chief executive officer, the president or a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the date, time and place of any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place of special meetings of the Board of Directors without other notice than such resolution.

Section 5. NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, courier or United States mail to each director at his or her business or residence address, or by any other means permitted by Maryland law. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 6. QUORUM. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of the directors are present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote of a majority or other percentage of a specified group of directors is required for action, a quorum must also include a majority or such other percentage of such group.

The directors present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish a quorum.

Section 7. VOTING. The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum, but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.

Section 8. ORGANIZATION. At each meeting of the Board of Directors, the chairman of the board or, in the absence of the chairman, the vice chairman of the board, if any, shall act as chairman of the meeting. Even if present at the meeting, the director named herein may designate another director to act as chairman of the meeting. In the absence of both the chairman and vice chairman of the board, the chief executive officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a director chosen by a majority of the directors present, shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the Corporation, or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chairman of the meeting, shall act as secretary of the meeting.

Section 9. TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time; provided, however, this Section 9 does not apply to any action of the directors pursuant to the Investment Company Act that requires the vote of the directors to be cast in person at a meeting. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 10. CONSENT BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each director and is filed with the minutes of proceedings of the Board of Directors; provided, however, this Section 10 does not apply to any action of the directors pursuant to the Investment Company Act that requires the vote of the directors to be cast in person at a meeting.

Section 11. VACANCIES. If for any reason any or all of the directors cease to be directors, such event shall not terminate the existence of the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, and except as may be required by the Investment Company Act, (a) any vacancy on the Board of Directors may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum, and (b) any director elected to fill a vacancy shall serve for the remainder of the full term of the class in which the vacancy occurred and until a successor is elected and qualifies.

Section 12. COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors or a duly authorized committee thereof, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Corporation and for any service or activity they perform or engage in as directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.

Section 13. RELIANCE. Each director and officer of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director or officer reasonably believes to be within the person’s professional or expert competence, or, with respect to a director, by a committee of the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the director reasonably believes the committee to merit confidence.

Section 14. RATIFICATION. The Board of Directors or the stockholders may ratify any act, omission, failure to act or determination made not to act (an “Act”) by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the Act and, if so ratified, such Act shall have the same force and effect as if originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders. Any Act questioned in any proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the stockholders, and such ratification shall constitute a bar to any claim or execution of any judgment in respect of such questioned Act.

Section 15. CERTAIN RIGHTS OF DIRECTORS AND OFFICERS. Any director or officer, in his or her personal capacity or in a capacity as an affiliate, employee or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to or in competition with those of or relating to the Corporation.

Section 16. EMERGENCY PROVISIONS. Notwithstanding any other provision in the Charter or these Bylaws, this Section 16 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors under Article III of these Bylaws cannot readily be obtained (an “Emergency”). During any Emergency, unless otherwise provided by the Board of Directors, (a) a meeting of the Board of Directors or a committee thereof may be called by any director or officer by any means feasible under the circumstances; (b) notice of any meeting of the Board of Directors during such an Emergency may be given less than 24 hours prior to the meeting to as many directors and by such means as may be feasible at the time, including publication, television or radio; and (c) the number of directors necessary to constitute a quorum shall be one-third of the entire Board of Directors.

ARTICLE IV

COMMITTEES

Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members an Executive Committee, an Audit and Valuation Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and one or more other committees, composed of one or more directors, to serve at the pleasure of the Board of Directors. In the absence of any member of any such committee from a committee meeting, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member.

Section 2. POWERS. The Board of Directors may delegate to any committee appointed under Section 1 of this Article IV any of the powers of the Board of Directors, except as prohibited by law. Except as may be otherwise provided by the Board of Directors, any committee may delegate some or all of its power and authority to one or more subcommittees, composed of one or more directors, as the committee deems appropriate in its sole discretion.

Section 3. MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors, or in the absence of such designation, the applicable committee, may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two members of any committee (if there are at least two members of the committee) may fix the time and place of the committee meeting unless the Board of Directors shall otherwise provide.

Section 4. TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time; provided, however, this Section 4 does not apply to any action of the directors pursuant to the Investment Company Act that requires the vote of the directors be cast in person at a meeting. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5. CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee; provided, however, this Section 5 does not apply to any action of the directors pursuant to the Investment Company Act, that requires the vote of the directors to be cast in person at a meeting.

Section 6. REMOVAL AND VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership or size of any committee (including the removal of any member of such committee), to appoint the chair of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member, to dissolve any such committee or to withdraw or add to any powers previously delegated to a committee.

ARTICLE V

OFFICERS

Section 1. GENERAL PROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chairman of the board, a vice chairman of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief investment officer, a chief financial officer, a chief legal officer, a chief compliance officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to time elect such other officers with such powers and duties as it shall deem necessary or appropriate. The officers of the Corporation shall be elected by the Board of Directors, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent. In the event of the absence or disability of any officer, the Board of Directors may designate another officer to act temporarily in place of such absent or disabled officer.

Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors, the chairman of the board, the chief executive officer, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 3. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term of that office.

Section 4. CHAIRMAN OF THE BOARD. The Board of Directors may designate from among its members a chairman of the board, who shall not, solely by reason of these Bylaws, be an officer of the Corporation. The Board of Directors may designate the chairman of the board as an executive or non-executive chairman. The chairman of the board shall preside over the meetings of the Board of Directors. The chairman of the board shall perform such other duties as may be assigned to him or her by these Bylaws or the Board of Directors.

Section 5. CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. In the absence of such designation, the chairman of the board shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 7. CHIEF INVESTMENT OFFICER. The Board of Directors may designate a chief investment officer. The chief investment officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 8. CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as determined by the Board of Directors or the chief executive officer.

Section 9. PRESIDENT. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

Section 10. VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the chief executive officer, the president or the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice president, senior vice president or vice president for particular areas of responsibility.

Section 11. SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors.

Section 12. TREASURER. The treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Corporation.

The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

Section 13. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president or the Board of Directors.

Section 14. CHIEF COMPLIANCE OFFICER. The Board of Directors shall designate a chief compliance officer to the extent required by and consistent with the requirements of the Investment Company Act. The chief compliance officer, subject to the direction of and reporting to the Board of Directors, shall be responsible for the oversight of the Corporation’s compliance with the federal securities laws. The designation, compensation and removal of the chief compliance officer must be approved by the Board of Directors, including a majority of the directors who are not “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of the Corporation. The chief compliance officer shall perform such executive, supervisory and management functions and duties as may be assigned to him or her from time to time.

Section 15. COMPENSATION. The compensation of the officers shall be fixed from time to time by or under the authority of the Board of Directors, and no officer shall be prevented from receiving such compensation in his or her capacity as an officer by reason of the fact that he or she is also a director.

ARTICLE VI

CONTRACTS, CHECKS AND DEPOSITS

Section 1. CONTRACTS. The Board of Directors or any manager of the Corporation approved by the Board of Directors and acting within the scope of its authority pursuant to a management agreement with the Corporation may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors or a manager acting within the scope of its authority pursuant to a management agreement and executed by an authorized person.

Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.

Section 3. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit of the Corporation as the Board of Directors, the chief executive officer, the president, the chief financial officer or any other officer designated by the Board of Directors may determine.

ARTICLE VII

STOCK

Section 1. CERTIFICATES. Except as may be otherwise provided by the Board of Directors or any officer of the Corporation, stockholders of the Corporation are not entitled to certificates representing the shares of stock held by them. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers of the Corporation in any manner permitted by the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent then required by the MGCL the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates. There shall be no difference in the rights and obligations of stockholders based on whether or not their shares are represented by certificates.

Section 2. TRANSFERS. All transfers of shares of stock shall be made on the books of the Corporation and the books of the transfer agent of the Corporation, if applicable, in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Directors or an officer of the Corporation that such shares shall no longer be represented by certificates. Upon the transfer of any uncertificated shares, the Corporation shall provide to the record holders of such shares, to the extent then required by the MGCL, a written statement of the information required by the MGCL to be included on stock certificates.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not the Corporation shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of the terms and conditions contained therein.

Section 3. REPLACEMENT CERTIFICATE. Any officer of the Corporation may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and the Board of Directors or an officer of the Corporation has determined that such certificates may be issued. Unless otherwise determined by an officer of the Corporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation a bond in such sums as the Corporation may direct as indemnity against any claim that may be made against the Corporation.

Section 4. FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of, or to vote at, any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such record date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

When a record date for the determination of stockholders entitled to notice of, or to vote at, any meeting of stockholders has been set as provided in this section, such record date shall continue to apply to the meeting if postponed or adjourned, except if the meeting is postponed or adjourned to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting shall be determined as set forth herein.

Section 5. STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may authorize the Corporation to issue fractional shares of stock or authorize the issuance of scrip, all on such terms and under such conditions as the Board of Directors may determine. Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors may authorize the issuance of units consisting of different securities of the Corporation.

ARTICLE VIII

MISCELLANEOUS

Section 1. Fiscal Year. The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

Section 2. Severability. If any provision of these Bylaws shall be held invalid or unenforceable in any respect, such holding shall apply only to the extent of any such invalidity or unenforceability and shall not in any manner affect, impair or render invalid or unenforceable any other provision of the Bylaws in any jurisdiction.

ARTICLE IX

DISTRIBUTIONS

Section 1. AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the Charter.

Section 2. CONTINGENCIES. Before payment of any dividend or other distribution, there may be set aside (but there is no duty to set aside) out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its sole discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine, and the Board of Directors may modify or abolish any such reserve.

ARTICLE X

INVESTMENT POLICY

Subject to the provisions of the Charter, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its sole discretion.

ARTICLE XI

SEAL

Section 1. SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. Any such seal shall be in such form as approved from time to time by the Board of Directors. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 2. AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE XII

INDEMNIFICATION AND ADVANCE OF EXPENSES

To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse all reasonable costs, fees and expenses (including attorneys’ fees, costs and expenses) in advance of a final disposition of a Proceeding (as defined below) to (a) any individual who is a present or former director or officer of the Corporation and who is made or threatened to be made a party to, or witness in, any pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of his or her service in that capacity or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in, the Proceeding by reason of his or her service in that capacity. The rights to indemnification and to be paid or reimbursed expenses in advance of a final disposition of any Proceeding provided by the Charter and these Bylaws shall vest immediately upon election of a director or officer.

In addition to and not in limitation of the provisions of this Article XII, the Corporation may, with the approval of its Board of Directors, provide such indemnification and payment or reimbursement of expenses in advance to (i) an individual who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and (ii) any employee or agent of the Corporation or a predecessor of the Corporation. The indemnification and payment or reimbursement of expenses in advance provided in these Bylaws shall not be deemed exclusive of or limit in any way any other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, charter, resolution, insurance, agreement, vote of directors or stockholders, or otherwise, it being the policy of the Corporation that indemnification of and payment and reimbursement of expenses in advance to all present and former directors and officers of the Corporation shall be made to the fullest extent permitted by applicable law.

Neither the amendment nor repeal of this Article XII, nor the adoption or amendment of any other provision of the Charter or these Bylaws inconsistent with this Article XII, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. In addition to any indemnification permitted by these Bylaws, the Board of Directors shall, in its sole discretion, have the power to grant such indemnification as it deems in the interest of the Corporation to the fullest extent permitted by law. This Article XII shall not limit the Corporation’s power to indemnify against liabilities not arising from a person’s serving the Corporation as a director, officer, employee or agent. Any indemnification or payment or reimbursement of expenses made pursuant to this Article XII shall be subject to applicable requirements of the Investment Company Act.

ARTICLE XIII

WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

ARTICLE XIV

EXCLUSIVE FORUM FOR CERTAIN LITIGATION

Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall be the sole and exclusive forum for (a) any Internal Corporate Claim, as such term is defined in the MGCL, or any successor provision thereof, (b) any derivative action or proceeding brought on behalf of the Corporation, (c) any action asserting a claim of breach of any duty owed by any director, officer, employee or agent of the Corporation to the Corporation or to the stockholders of the Corporation, (d) any action asserting a claim against the Corporation or any director, officer, employee or other agent of the Corporation arising pursuant to any provision of the MGCL, the Charter, these Bylaws or federal law, including the Investment Company Act, (e) any other action asserting a claim against the Corporation or any director, officer, employee or other agent of the Corporation that is governed by the internal affairs doctrine, or (f) any action brought by or in the right of any stockholder or any person claiming any interest in any shares of stock issued by the Corporation seeking to enforce or invalidate any provision of, or based on any matter arising out of, or in connection with, the Charter or these Bylaws, or any series or class of any shares of stock issued by the Corporation, including any claim of any nature against the Corporation, or any director, officer, employee or agent of the Corporation; and any record or beneficial stockholder of the Corporation who commences such an action shall cooperate in a request that the action be assigned to the Court’s Business and Technology Case Management Program. None of the foregoing actions, claims or proceedings may be brought in any court sitting outside the State of Maryland unless the Corporation consents in writing to such court.

ARTICLE XV

INVESTMENT COMPANY ACT

If and to the extent that any provision of the MGCL or any provision of the Charter or these Bylaws conflicts with any provision of the Investment Company Act, the applicable provision of the Investment Company Act shall control.

ARTICLE XVI

AMENDMENT OF BYLAWS

The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.

Exhibit 10.1

INVESTMENT ADVISORY AGREEMENTBETWEEN Advanced Flower Capital Inc.AND AFC Management, LLC

This Investment Advisory Agreement (this “Agreement”) is made as of December 31, 2025, by and between Advanced Flower Capital Inc., a Maryland corporation (the “Company”), and AFC Management, LLC, a Delaware limited liability company (the “Adviser”), and effective as of the date on which the Company files Form N-54A with the U.S. Securities and Exchange Commission (“SEC”) electing to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules promulgated thereunder, the “1940 Act”).

WHEREAS, the Company intends to elect to be regulated as a BDC under the 1940 Act;

WHEREAS, the Company and AFC Management, LLC (in such capacity, the “Administrator”) have also entered into that certain Administration Agreement, dated as of December 31, 2025, and any sub-administration agreements (as in effect from time to time);

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (together with the rules promulgated thereunder, the “Advisers Act”);

WHEREAS, the Company desires to retain the Adviser to provide investment advisory services to the Company in the manner and on the terms and conditions hereinafter set forth; and

WHEREAS, the Adviser is willing to provide investment advisory services to the Company in the manner and on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Adviser hereby agree as follows:

Section 1. Duties of the Adviser.

(a) Retention of Adviser. The Company hereby appoints the Adviser to act as the investment adviser to the Company and to manage the investment and reinvestment of the assets of the Company, subject to the supervision of the board of directors of the Company (the “Board”), for the period and upon the terms herein set forth in accordance with:

(i) the investment objective, policies and restrictions that are set forth in the Company’s reports filed with the SEC in compliance with the Securities Exchange Act of 1934, as amended, or in any registration statement filed with the SEC, as applicable;

(ii) during the term of this Agreement, all other applicable federal and state laws (excluding for purposes of this clause, the federal prohibition under the U.S. Controlled Substances Act of the cultivation, processing, sale or possession of cannabis or parts of cannabis including the sale or possession of cannabis paraphernalia, advertising the sale of cannabis, products containing cannabis or cannabis paraphernalia, controlling or managing real estate on which cannabis is trafficked, or any federal crime for which any of the prior activities serves as a predicate, as long as the actions of the Adviser are in compliance with applicable state law) (“Applicable Law”), rules and regulations, and the Company’s certificate of incorporation and bylaws, as they may be amended from time to time (the “Organizational Documents”);

(iii) such investment policies, directives or regulatory restrictions as the Company may from time to time establish or issue and communicate to the Adviser in writing; and

(iv) the Company’s compliance policies and procedures as applicable to the Adviser and as administered by the Company’s chief compliance officer.

(b) Responsibilities of Adviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement:

(i) determine the composition and allocation of the Company’s investment portfolio, the nature and timing of any changes therein and the manner of implementing such changes;

(ii) identify, evaluate and negotiate the structure of the investments made by the Company;

(iii) perform due diligence on prospective portfolio companies;

(iv) execute, close, service and monitor the Company’s investments;

(v) determine the securities and other assets that the Company shall purchase, retain or sell;

(vi) arrange financings and borrowing facilities for the Company;

(vii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds; and

(viii) to the extent required by the 1940 Act and the Advisers Act, on the Company’s behalf, and in coordination with any Sub-Adviser (as defined below) and any administrator, provide significant managerial assistance to those portfolio companies to which the Company is required to provide such assistance under the 1940 Act, including utilizing appropriate personnel of the Adviser to, among other things, monitor the operations of the Company’s portfolio companies, participate in board and management meetings, consult with and advise officers of portfolio companies and provide other organizational and financial consultation. The Adviser shall not assist a portfolio company to grow, manufacture or sell cannabis, or to improve or increase any of these functions.

(c) Power and Authority. To facilitate the Adviser’s performance of these undertakings, but subject to the restrictions contained herein, the Company hereby delegates to the Adviser (which power and authority may be delegated by the Adviser to one or more Sub-Advisers), and the Adviser hereby accepts, the power and authority to act on behalf of and in the name of the Company to effectuate investment decisions for the Company, including the negotiation, execution and delivery of all documents relating to the acquisition and disposition of the Company’s investments, the placing of orders for other purchase or sale transactions on behalf of the Company or any entity in which the Company has a direct or indirect ownership interest, including any interest rate, currency or other derivative instruments, and the engagement of any services providers deemed necessary or appropriate by the Adviser to the exercise of such power and authority. In the event that the Company determines to acquire debt or other financing (or to refinance existing debt or other financing), the Adviser shall use commercially reasonable efforts to arrange for such financing on the Company’s behalf,

subject to the oversight and approval of the Board. If it is necessary for the Adviser to make investments or obtain financing on behalf of the Company through a special purpose vehicle, the Adviser shall have authority to create, or arrange for the creation of, such special purpose vehicle and to make investments or obtain financing through such special purpose vehicle in accordance with applicable law. The Company also grants to the Adviser power and authority to engage in all activities and transactions (and anything incidental thereto) that the Adviser deems, in its sole discretion, appropriate, necessary or advisable to carry out its duties pursuant to this Agreement, including the authority to open accounts and deposit, maintain and withdraw funds of the Company or any of its subsidiaries in any bank, savings and loan association, brokerage firm or other financial institution.

(d) Acceptance of Appointment. The Adviser hereby accepts such appointment and agrees during the term hereof to render the services described herein for the compensation provided herein, subject to the limitations contained herein. Unless and until it resigns or is removed as investment adviser to the Company in accordance with this Agreement, the Adviser, to the extent of its powers as set forth in this Agreement, shall be an agent of the Company for the purpose of the Company’s business, and action taken by the Adviser in accordance with such powers shall bind the Company.

(e) Sub-Advisers. The Adviser is hereby authorized to enter into one or more sub-advisory agreements (each a “Sub-Advisory Agreement”) with other investment advisers (each a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder, subject to the oversight of the Adviser and/or the Company, with the scope of such services and oversight to be set forth in each Sub-Advisory Agreement.

(i) The Adviser and not the Company shall be responsible for any compensation payable to any Sub-Adviser; provided, however, that the Adviser shall have the right to direct the Company to pay directly any Sub-Adviser the amounts due and payable to such Sub-Adviser from the fees and expenses otherwise payable to the Adviser under this Agreement.

(ii) Any Sub-Advisory Agreement entered into by the Adviser shall be in accordance with the requirements of the 1940 Act and the Advisers Act, including without limitation, the requirements of the 1940 Act relating to Board and Company shareholder approval thereunder, and other applicable federal and state law.

(iii) Any Sub-Adviser shall be subject to the same fiduciary duties as are imposed on the Adviser pursuant to this Agreement, the 1940 Act and the Advisers Act, as well as other applicable federal and state law.

(f) Independent Contractor Status. The Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.

(g) Record Retention. Subject to review by and the overall control of the Board, the Adviser shall maintain and keep all books, accounts and other records of the Adviser that relate to activities performed by the Adviser hereunder as required under the 1940 Act and the Advisers Act. The Adviser agrees that all records that it maintains and keeps for the Company shall at all times remain the property of the Company, shall be readily accessible during normal business hours, and shall be promptly surrendered to the Company upon the termination of this Agreement or otherwise on written request by the Company. The Adviser further agrees that the records that it maintains and keeps for the Company shall be preserved in the manner and for the periods prescribed by the 1940 Act, unless any such records are earlier surrendered as provided above. The Adviser shall have the right to retain copies, or originals where required by Rule 204-2 promulgated under the Advisers Act, of such records to the extent required by applicable law. The Adviser shall maintain records of the locations where books, accounts and records are maintained among the persons and entities providing services directly or indirectly to the Adviser or the Company.

Section 2. Expenses Payable by the Company.

(a) Adviser Personnel. All investment personnel of the Adviser, when and to the extent engaged in providing investment advisory services and managerial assistance hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company.

(b) Company’s Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and (c), the Company, either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its investment operations and its investment transactions, including costs and expenses relating to: the Company’s operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings of the Company’s common stock and other securities; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing the Company’s rights; the Base Management Fee (as defined below) and any Incentive Fees (as defined below) payable under this Agreement; certain costs and expenses relating to distributions paid by the Company; administration fees payable under the administration agreement, by and between the Company and AFC Management, LLC (in such capacity, the “Administrator”), dated as of December 31, 2025, (the “Administration Agreement”), and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; and the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers; federal and state registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the Company’s common stock and other securities; U.S. federal, state and local taxes; independent director fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the Sarbanes-Oxley Act of 2002, as amended, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees; the costs of any reports, proxy statements or other notices to the Company’s shareholders (including printing and mailing costs), the costs of any shareholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Company’s fidelity bond; applicable insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Company); fees and expenses associated with independent audits, agency, consulting and legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Company in connection with administering the Company’s business, including payments under the Administration Agreement based upon the Company’s fair and equitable allocable share of the compensation, including annual base salary, bonus, any related withholding taxes and employee benefits, paid to personnel providing finance, tax, accounting, internal audit, legal, risk management, operations, originations, marketing, investor relations, portfolio monitoring and servicing, compliance services and other non-investment personnel of the Adviser and its affiliates as reasonably determined by the Adviser to appropriately reflect the portion of time spent devoted by such personnel to the Company’s affairs, and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services under the Administration Agreement, including, but not limited to the fees and expenses associated with performing compliance functions. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Company expenses set forth in Section 4(b) of the Administration Agreement, on the other, shall in no way be construed to limit the responsibility of the Company for such expense under either agreement.

For avoidance of doubt, it is agreed and understood that, from time to time, the Adviser or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Adviser or its affiliates for all such costs and expenses that have been paid by the Adviser or its affiliates on behalf of the Company. The Adviser shall provide the Company with such written detail as the Company may reasonably request to support the determination of the Company’s share of such costs.

(c) Portfolio Company Compensation. In certain circumstances the Adviser, any Sub-Adviser, or any of their respective Affiliates (as defined below), may receive compensation from a portfolio company in connection with certain services provided, in connection with the Company’s investment in such portfolio company (e.g., loan structuring, loan servicing, or loan agency or similar services). Any compensation received by the Adviser, Sub-Adviser, or any of their respective Affiliates, attributable to the Company’s investment in any portfolio company, in excess of any of the limitations in or exemptions granted from the 1940 Act, any interpretation thereof by the staff of the SEC, or the conditions set forth in any exemptive relief granted to the Adviser, any Sub-Adviser or the Company by the SEC, shall be delivered promptly to the Company and the Company will retain such excess compensation for the benefit of its shareholders.

Section 3. Compensation of the Adviser.

The Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a base management fee (“Base Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter set forth. Any of the fees payable to the Adviser under this Agreement for any partial calendar quarter shall be appropriately prorated based on the actual number of days elapsed during such partial quarter as a fraction of the number of days in the relevant calendar year.

(a) Base Management Fee. The Base Management Fee will be calculated at an annual rate of 1.50% of the average value of the Company’s average of gross assets at the end of the two most recently completed calendar quarters (excluding cash or cash equivalents but including assets purchased with borrowed funds) during the most recently completed calendar quarter; provided, however, that the Base Management Fee shall be reduced by 50% (or such other amount as may be required under applicable law or as a condition to any exemptive relief on which the Company relies) of the sum of, without duplication, the aggregate amount of any other fees earned and paid to the Adviser or its affiliates from portfolio companies of the Company on a pro rata basis relative to the Company’s hold size in the applicable investments during such quarter arising in connection with the investment advisory services rendered by it under this Agreement or the general management services rendered by it under the Administration Agreement by and between the Company and the Adviser (in its capacity thereunder as Administrator) dated as of December 31, 2025 (such other fees, “Outside Fees”), including any agency fees relating to the Company’s investments, but excluding the Incentive Compensation and any diligence fees paid and earned by the Adviser and paid by third parties in connection with the Adviser’s due diligence of potential investments for the Company; provided further, that the Base Management Fee will be calculated at an annual rate equal to 1.00% of the average value of the Company’s gross assets (excluding cash or cash equivalents but including assets purchased with borrowed funds) during the most recently completed calendar quarter that exceeds an amount equal to the product of (i) 200% and (ii) the Company’s net asset value at the end of the most recently completed calendar quarter. The Base Management Fee will be payable quarterly in arrears and appropriately adjusted for any share issuances or repurchases during the current calendar quarter.

(b) Incentive Fee. The Incentive Fee is divided into two parts: (1) an income incentive fee and (2) a capital gains incentive fee.

(i) Income Incentive Fee. The income incentive fee will be calculated and payable quarterly in arrears based on the Company’s aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the three preceding calendar quarters (or the appropriate portion thereof in the case of any of the Company’s first three calendar quarters following the effective date of this Agreement) (the “Trailing Four Quarters”). For purposes of calculating the income incentive fee, “pre-incentive fee net investment income” is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus operating expenses for the quarter, including the Base Management Fee, expenses payable to the Administrator under the Administration Agreement, any interest expense and distributions paid on any issued and outstanding preferred stock, but excluding the Incentive Fee. Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as debt instruments with payment-in-kind (“PIK”) interest and zero coupon securities), accrued income that the Company has not yet received in cash. The Adviser is not obligated to return to the Company the Incentive Fee it receives on PIK interest that is later determined to be uncollectible in cash. For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

(1) The income incentive fee that will be paid to the Adviser in respect of a particular calendar quarter will equal the excess of the income incentive fee as calculated pursuant to this Section 3(b)(i)(1) less the aggregate income incentive fees that were paid to the Adviser in the preceding three calendar quarters (or portion thereof) comprising the relevant Trailing Four Quarters. Pre-incentive fee net investment income in respect of the relevant Trailing Four Quarters shall be compared to a “Hurdle Rate” equal to the product of (i) the “hurdle rate” of 1.50% per quarter (6.0% annualized) and (ii) the sum of the Company’s net assets at the beginning of each applicable calendar quarter comprising the relevant Trailing Four Quarters. The Hurdle Rate will be calculated after making appropriate adjustments to the Company’s net asset value at the beginning of each applicable calendar quarter for all issuances by the Company of shares of its common stock, including issuances pursuant to any dividend reinvestment plan, and distributions during the applicable calendar quarter. The Company shall pay the Adviser an incentive fee with respect to its pre-incentive fee net investment income as follows:

(A) no incentive fee based on pre-incentive fee net investment income in any calendar quarter in which the Company’s aggregate pre-incentive fee net investment income in respect of the relevant Trailing Four Quarters does not exceed the Hurdle Rate in respect of the relevant Trailing Four Quarters;

(B) 100% of the Company’s aggregate pre-incentive fee net investment income with respect to the relevant Trailing Four Quarters with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Rate but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 1.8182% in any calendar quarter (7.2728% annualized) by the Company’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Four Quarters (after making appropriate adjustments to the Company’s net asset value at the beginning of each applicable calendar quarter for all issuances by the Company of shares of its common stock, including issuances pursuant to its dividend reinvestment plan, and distributions during the applicable calendar quarter). The Catch-Up Amount is meant to provide the Adviser with approximately 17.5% of the Company’s pre-incentive fee net investment income when the Company’s aggregate pre-incentive fee net investment income in respect of the relevant Trailing Four Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Four Quarters; and

(C) for any calendar quarter in which the Company’s aggregate pre-incentive fee net investment income in respect of the relevant Trailing Four Quarters exceeds the Catch-Up Amount, the income incentive fee shall equal 17.5% of the amount of the Company’s aggregate pre-incentive fee net investment income, if any, that exceeds the Catch-Up Amount in respect of the relevant Trailing Four Quarters.

(ii) Capital Gains Incentive Fee. The Company shall pay the Adviser a capital gains incentive fee calculated and payable in arrears in cash as of the end of each calendar year or upon the termination of this Agreement in an amount equal to 17.5% of the Company’s realized capital gains, if any, on a cumulative basis from the effective date of this Agreement through the end of a given calendar year or upon the termination of this Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. For the purpose of computing the incentive fee on capital gains, the calculation methodology will look through derivative financial instruments or swaps as if the Company owned the reference assets directly. Therefore, realized gains and realized losses on the disposition of any reference assets, as well as unrealized depreciation on reference assets retained in the derivative financial instrument or swap, will be included on a cumulative basis in the calculation of the capital gains incentive fee.

(iii) Incentive Fee Examples. Examples of the quarterly incentive fee calculation are attached hereto as Annex A. Such examples are included for illustrative purposes only and are not considered part of this Agreement. The fees payable under this Agreement for any partial period will be appropriately prorated.

Section 4. Covenant of the Adviser; Compliance with Laws.

The Adviser covenants that it is registered as an investment adviser under the Advisers Act on the effective date of this Agreement, and shall maintain such registration until the expiration or termination of this Agreement. The Adviser agrees that its activities shall at all times comply in all material respects with Applicable Laws governing its operations and investments, except to the extent that any such noncompliance would not reasonably be expected to have a material adverse effect on the Company. The Adviser agrees to observe and comply with applicable provisions of the code of ethics adopted by the Company pursuant to Rule 17j-1 under the 1940 Act, as such code of ethics may be amended from time to time.

Section 5. Brokerage Commissions.

The Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Company to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith, taking into account factors, including without limitation, price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Company’s portfolio, and is consistent with the Adviser’s duty to seek the best execution on behalf of the Company. Notwithstanding the foregoing, with regard to transactions with or for the benefit of the Company, the Adviser may not pay any commission or receive any rebates or give-ups, nor participate in any business arrangements which would circumvent this restriction.

Section 6. Other Activities of the Adviser.

The services of the Adviser to the Company are not exclusive, and the Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment-based accounts or commingled pools of capital, however structured, having investment objectives similar to or different from those of the Company, and nothing in this Agreement shall limit or restrict the right of any officer, director, shareholder, member (and their shareholders or members, including the owners of their shareholders or members), employee, consultant or other personnel of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Company’s portfolio companies, subject to Applicable Law). The Adviser assumes no responsibility under this Agreement other than to render the services set forth herein.

During the term of this Agreement and for a period of one year following any termination or nonrenewal of this Agreement for any reason, the Company shall not without the Adviser’s express written consent, directly or indirectly, on behalf of itself or any other person or entity: (a) solicit the employment of or employ any members, shareholders, directors, trustees, officers, employees, consultants and/or associated persons (each, an “Associate”) of the Adviser, any Sub-Adviser or any of their respective Affiliates (collectively, “Adviser Persons”) or any person or entity who was an Associate of an Adviser Person during the one-year period preceding such proposed solicitation or employment, or (b) induce, persuade or attempt to induce or persuade the discontinuation of, or in any way interfere or attempt to interfere with, the relationship between an Adviser Person and any Associate of such Adviser Person or any person or entity who was an Associate of such Adviser Person during the one-year period preceding such proposed inducement, persuasion or interference or attempted inducement, persuasion or interference. The parties intend that any provision of this Section 6 held invalid, illegal or unenforceable only in part or degree because of the duration or geographic scope thereof shall remain in full force to the extent not held invalid, illegal or unenforceable.

For purposes of this Agreement, “Affiliate” or “Affiliated” or any derivation thereof means with respect to any individual, corporation, partnership, trust, joint venture, limited liability company or other entity or association (“Person”): (a) any Person directly or indirectly owning, controlling, or holding, with the power to vote, 10% or more of the outstanding voting securities of such other Person; (b) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (c) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (d) any executive officer, director, trustee or general partner of such other Person; or (e) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

Section 7. Indemnification.

Subject to the provisions of Section 8, the Adviser, any Sub-Adviser, each of their respective directors, trustees, officers, shareholders or members (and their shareholders or members, including the owners of their shareholders or members), agents, employees, consultants, controlling persons (as determined under the 1940 Act (“Controlling Persons”)), and any other person or entity Affiliated with the Adviser or Sub-Adviser (including each of their respective directors, trustees, officers, shareholders or members (and their shareholders or members, including the owners of their shareholders or members), agents, employees or Controlling Persons) and any other person or entity acting on behalf of, the Adviser or Sub-Adviser (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) shall not be liable to the Company or any shareholders thereof for any action taken or omitted to be taken by the Adviser or any Sub-Adviser in connection with the performance of any of their duties or obligations under this Agreement or otherwise as an investment adviser of the Company (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services), and the Company shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in satisfaction of judgments, in compromises and settlement, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated (“Losses”) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Indemnified Parties’ duties or obligations under this Agreement, any Sub-Advisory Agreement, or otherwise as an investment adviser of the Company to the extent such Losses are not fully reimbursed by insurance and otherwise to the fullest extent such indemnification would not be inconsistent with the Organizational Documents, the 1940 Act, the laws of the State of New York and other applicable law.

Section 8. Limitation on Indemnification.

Notwithstanding anything in the provisions of Section 7 to the contrary, nothing contained herein shall protect or be deemed to protect any of the Indemnified Parties against, or entitle or be deemed to entitle any of the Indemnified Parties to indemnification in respect of, any Losses to the Company or its security holders to which the Indemnified Parties would otherwise be subject primarily attributable to the willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s or Sub-Adviser’s duties or by reason of the reckless disregard of the Adviser’s or Sub-Adviser’s duties and obligations under this Agreement or any Sub-Advisory Agreement (to the extent applicable, as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).

In addition, notwithstanding any of the foregoing to the contrary, the provisions of Section 7 and this Section 8 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of Section 7 and this Section 8 to the fullest extent permitted by law.

Section 9. Effectiveness, Duration and Termination of Agreement.

(a) Term and Effectiveness. This Agreement shall become effective as of the first date written above. Once effective, this Agreement shall remain in effect for two years, and thereafter shall continue automatically for successive one-year periods; provided that such continuance is specifically approved at least annually by: (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Independent Directors, in accordance with the requirements of the 1940 Act, or as otherwise permitted under Section 15 of the 1940 Act.

(b) Termination. This Agreement may be terminated at any time, without the payment of any penalty, (i) by the Company upon 60 days’ prior written notice to the Adviser: (A) upon the vote of a majority of the outstanding voting securities of the Company (as “majority of the outstanding voting securities” is defined in Section 2(a)(42) of the 1940 Act) or (B) by the vote of the Independent Directors; or (ii) by the Adviser upon not less than 60 days’ prior written notice to the Company. This Agreement shall automatically terminate in the event of its “assignment” (as such term is defined for purposes of construing Section 15(a)(4) of the 1940 Act). The provisions of Sections 7 and 8 shall remain in full force and effect for activities undertaken by the Indemnified Parties prior to the termination of this Agreement, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed to it under Section 3 through the date of termination or expiration and Sections 7 and 8 shall continue in force and effect and apply to the Adviser and its representatives.

(i) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board;

(ii) deliver to the Board all assets and documents of the Company then in custody of the Adviser; and

(iii) cooperate with the Company to provide an orderly transition of services.

Section 10. Notices.

Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, or via email, to the other party at the address listed below or at such other address for a party as shall be specified in a notice given in accordance with this Section.

The Company:

Advanced Flower Capital, Inc.

477 S. Rosemary Ave., Suite 301

West Palm Beach, FL 33401

Attention: Leonard M. Tannenbaum

Chairman

Email: len@advancedflowercapital.com

With a copy to:

Advanced Flower Capital, Inc.

477 S. Rosemary Ave., Suite 301

West Palm Beach, FL 33401

Attention: Daniel Neville

Chief Executive Officer

Email: dan@advancedflowercapital.com

Dechert LLP

1900 K St. NW

Washington, DC 20006

Attention: Harry S. Pangas

Email: harry.pangas@dechert.com

The Manager:

AFC Management, LLC

477 S. Rosemary Ave., Suite 301

West Palm Beach, FL 33401

Attention: Robyn Tannenbaum

President, Chief Executive Officer, Manager

Email: robyn@advancedflowercapital.com

With a copy to:

AFC Management, LLC

477 S. Rosemary Ave., Suite 301

West Palm Beach, FL 33401

Attention: Gabriel Katz

Chief Legal Officer, Chief Compliance Officer, and Secretary

Email: gabe@advancedflowercapital.com

Dechert LLP

1900 K St. NW

Washington, DC 20006

Attention: Matthew E. Barsamian

Email: matthew.barsamian@dechert.com

Section 11. Amendments.

This Agreement may be amended by mutual written consent of the parties; provided that the consent of the Company is required to be obtained in conformity with the requirements of the 1940 Act.

Section 12. Severability.

If any provision of this Agreement shall be declared illegal, invalid, or unenforceable in any jurisdiction, then such provision shall be deemed to be severable from this Agreement (to the extent permitted by law) and in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof.

Section 13. Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart.

Section 14. Governing Law.

Notwithstanding the place where this Agreement may be executed by any of the parties hereto and the provisions of Sections 7 and 8, this Agreement shall be construed in accordance with the laws of the State of New York. For so long as the Company is regulated as a BDC under the 1940 Act, this Agreement shall also be construed in accordance with the applicable provisions of the 1940 Act and the Advisers Act. In such case, to the extent the applicable laws of the State of New York or any of the provisions herein conflict with the provisions of the 1940 Act or the Advisers Act, the 1940 Act and the Advisers Act shall control.

Section 15. Third Party Beneficiaries.

Except for any Sub-Adviser and any Indemnified Party, such Sub-Adviser and the Indemnified Parties each being an intended beneficiary of this Agreement, this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein express or implied shall give or be construed to give to any person, other than the parties hereto and such assigns, any legal or equitable rights hereunder.

Section 16. Entire Agreement.

This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof.

Section 17. Insurance.

The Company shall acquire and maintain a directors and officers liability insurance policy or similar insurance policy, which may name the Adviser and any Sub-Adviser each as an additional insured party (each an “Additional Insured Party” and collectively the “Additional Insured Parties”). Such insurance policy shall include reasonable coverage from a reputable insurer. The Company shall make all premium payments required to maintain such policy in full force and effect; provided, however, each Additional Insured Party, if any, shall pay to the Company, in advance of the due date of such premium, its allocated share of the premium. Irrespective of whether the Adviser and any Sub-Adviser is a named Additional Insured Party on such policy, the Company shall provide the Adviser and any Sub-Adviser with written notice upon receipt of any notice of: (a) any default under such policy; (b) any pending or threatened termination, cancellation or non-renewal of such policy or (c) any coverage limitation or reduction with respect to such policy. The foregoing provisions of this Section 17 notwithstanding, the Company shall not be required to acquire or maintain any insurance policy to the extent that the same is not available upon commercially reasonable pricing terms or at all, as determined in good faith by the required majority (as defined in Section 57(o) of the 1940 Act) of the Board.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

ADVANCED FLOWER CAPITAL INC.
a Maryland corporation
By:	/s/ Daniel Neville
Name:	Daniel Neville
Title:	Chief Executive Officer
AFC MANAGEMENT, LLC
a Delaware limited liability company
By:	/s/ Robyn Tannenbaum
Name:	Robyn Tannenbaum
Title:	Manager

[Signature Page to Investment Advisory Agreement]

Annex A

The following illustration sets forth a simplified graphical representation of the calculation of the Company’s quarterly income incentive fee. These examples are included for illustrative purposes only and are not considered part of this Agreement.

Alternative 1 — ThreeQuarters under Proposed Investment Advisory Agreement in which Pre-Incentive Fee Net Investment Income Exceeds the New Hurdle Amountand New Catch-up Amount

Assumptions

Stable net asset value (NAV) of $500 million across all quarters with 1.0x leverage

New Hurdle rate^(1)^ = 1.5%

New Catch-up Amount = 100% of pre-incentive fee net investment income that is greater than the hurdle amount but less than 1.8182%

Pre-incentive fee net investment income for each quarter = 5.0%^(*)^

No adjusted capital returns each quarter

Incentive fee for the first quarter

Aggregate pre-incentive fee net investment income during the relevant period = $12.5 million

New Hurdle Amount = Q1 NAV × 1.5% = $500 million × 0.015 = $7.5 million

Excess income amount = pre-incentive fee net investment income during the relevant period — New Hurdle Amount = $12.5 million — $7.5 million = $5.0 million

New Catch-up Fee Amount = 100% of pre-incentive fee net investment income that is greater than $7.5 million (the New Hurdle Amount) but less than 1.8182% × Q1 NAV, or $9.091 million. This New Catch-up Fee Amount equals $1.591 million

Post New Catch-up Fee Amount = 17.5% of pre-incentive fee net investment income that exceeds the New Catch-up Amount = 0.175 × ($12.5 million — $9.091 million) = $596,591

New Catch-up Fee Amount + Post New Catch-up Fee Amount = income incentive fee payment = $2.188 million

Income incentive fee previously paid during the relevant period = none

Incentive fee for the second quarter

Aggregate pre-incentive fee net investment income during the relevant period = $12.5 million + $12.5 million = $25.0 million

New Hurdle Amount = (Q1 NAV + Q2 NAV) × 1.5% = $1 billion × 0.015 = $15 million

Excess income amount = aggregate pre-incentive fee net investment income during the relevant period (e.g., Q1 and Q2) — Hurdle Amount = $25.0 million — $15.0 million = $10.0 million

New Catch-up Fee Amount = 100% of pre-incentive fee net investment income that is greater than $15.0 million (the New Hurdle Amount) but less than 1.8182% × (Q1 NAV + Q2 NAV), or $18.182 million. This New Catch-up Fee Amount equals $3.182 million

Annex A-1

Post New Catch-up Fee Amount = 17.5% of pre-incentive fee net investment income that exceeds the New Catch-up Amount = 0.175 × ($25.0 million — $18.182 million) = $1.193 million

New Catch-up Fee Amount + Post New Catch-up Fee Amount = income incentive fee payment = $4.375 million

$2.188 million income incentive fee previously paid during the relevant period

Total income incentive fee payment for Q2 = income incentive fee payment — amount previously paid = $2.188 million

Incentive fee for third quarter

Aggregate pre-incentive fee net investment income during the relevant period = $12.5 million + $12.5 million + $12.5 million = $37.5 million

New Hurdle Amount = (Q1 NAV + Q2 NAV + Q3 NAV) × 1.5% = $1.5 billion × 0.015 = $22.5 million

Excess Income Amount = aggregate pre-incentive fee net investment income during the relevant period (e.g., Q1, Q2 and Q3) — New Hurdle Amount = $37.5 million — $22.5 million = $15 million

New Catch-up Fee Amount = 100% of pre-incentive fee net investment income that is greater than $22.5 million (the New Hurdle Amount) but less than 1.8182% × (Q1 NAV + Q2 NAV + Q3 NAV), or $27.273 million. This New Catch-up Fee Amount equals $4.773 million

Post New Catch-up Fee Amount = 17.5% of pre-incentive fee net investment income that exceeds the New Catch-up Amount = 0.175 × ($37.5 million — $27.273 million) = $1.790 million

New Catch-up Fee Amount + Post New Catch-up Fee Amount = income incentive fee payment = $6.563 million

$4.375 million income incentive fee previously paid during the relevant period

Total income incentive fee payment for Q3 = income incentive fee payment — amount previously paid = $2.188 million

Alternative 2 — ThreeQuarters under Proposed Investment Advisory Agreement, in which Pre-Incentive Fee Net Investment Income does not meet the Net HurdleAmount for one Quarter

Assumptions

Stable NAV of $500 million across all quarters with 1.0x leverage

New Hurdle rate^(1)^ = 1.5%

New Catch-up Amount = 100% of pre-incentive fee net investment income that is greater than the hurdle amount but less than 1.8182%

Pre-incentive fee net investment income for Q1 = 5.0%^(*)^

Pre-incentive fee net investment income for Q2 = 3.0%^(*)^

Pre-incentive fee net investment income for Q3 = 0.0%^(*)^

No adjusted capital Returns each quarter

Annex A-2

Incentive fee for the first quarter

Aggregate pre-incentive fee net investment income during the relevant period = $12.5 million

New Hurdle Amount = Q1 NAV × 1.5% = $500 million × 0.015 = $7.5 million

Excess Income Amount = pre-incentive fee net investment income during the relevant period — New Hurdle Amount = $12.5 million — $7.5 million = $5.0 million

Post New Catch-up Fee Amount = 17.5% of pre-incentive fee net investment income that exceeds the New Catch-up Amount = 0.175 × ($12.5 million — $9.091 million) = $596,591

New Catch-up Fee Amount + Post New Catch-up Fee Amount = income incentive fee payment = $2.188 million

No income incentive fee previously paid during the relevant period

Incentive fee for second quarter

Aggregate pre-incentive fee net investment income during the relevant period = $12.5 million + $7.5 million = $20.0 million

New Hurdle Amount = (Q1 NAV + Q2 NAV) × 1.5% = $1.0 billion × 0.015 = $15.0 million

Excess Income Amount = (aggregate pre-incentive fee net investment income during the relevant period (e.g., Q1 and Q2)) — New Hurdle Amount — $20.0 million — $15.0 million = $5.0 million

Post New Catch-up Fee Amount = 17.5% of pre-incentive fee net investment income that exceeds the New Catch-up Amount = 0.175 × ($20 million — $18.182 million) = $318,182

New Catch-up Fee Amount + Post New Catch-up Fee Amount = income incentive fee payment = $3.5 million

$2.188 million income incentive fee previously paid during the relevant period

Total income incentive fee payment for Q2 = income incentive fee payment — amount previously paid = $1.312 million

Incentive fee for the third quarter

Aggregate pre-incentive fee net investment income during the relevant period = $12.5 million + $7.5 million + $0.0 million = $20.0 million

New Hurdle Amount = Q1 NAV + Q2 NAV + Q3 NAV × 1.5% = $1.5 billion × 0.015 = $22.5 million

New Catch-up Amount = 100% of pre-incentive fee net investment income that is greater than the hurdle amount but less than 1.8182%

Aggregate pre-incentive fee net investment income < New Hurdle Amount. Therefore, no income incentive fee is payable for the quarter

^(1)^	Represents 6.0% annualized hurdle rate.
*	Hypothetical Pre incentive fee net investment income is comprised of investment income net of cost of debt, management fees, other expenses and before incentive fees

Annex A-3

Exhibit 10.2

ADMINISTRATION AGREEMENT

This Agreement (“Agreement”) is made as of the date on which Advanced Flower Capital Inc., a Maryland corporation (the “Company”), files Form N-54A with the U.S. Securities and Exchange Commission (“SEC”) electing to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules promulgated thereunder, the “1940 Act”), by and between the Company, and AFC Management, LLC, a Delaware limited liability company (the “Administrator”).

W I T N E S S E T H:

WHEREAS, the Company intends to elect to be regulated as a BDC under the 1940 Act;

WHEREAS, the Company desires to retain the Administrator to provide administrative services to the Company in the manner and on the terms hereinafter set forth;

WHEREAS, the Company and the AFC Management, LLC (in such capacity, the “Adviser”) have also entered into that certain Investment Advisory Agreement, dated as of December 31, 2025, and any sub-investment agreements (as in effect from time to time, the “Investment Advisory Agreement”); and

WHEREAS, the Administrator is willing to provide administrative services to the Company on the terms and conditions hereafter set forth.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company and the Administrator hereby agree as follows:

1.	Duties of the Administrator

(a) Engagement of Administrator. The Company hereby retains the Administrator to act as administrator of the Company, and to furnish or arrange for others to furnish the administrative services, personnel and facilities described below, subject to review by and the overall control of the Board of Directors of the Company (the “Board”), for the period and on the terms and conditions set forth in this Agreement. The Administrator hereby accepts such retention and agrees during such period to render, or arrange for the rendering of, such services and to assume the obligations herein set forth subject to the reimbursement of costs and expenses provided for below. The Administrator, and any others with whom the Administrator subcontracts to provide the services set forth herein, shall for all purposes herein be deemed to be independent contractors of the Company and shall, unless otherwise expressly provided or authorized herein or in another contract with the Company, have no authority to act for or represent the Company in any way or otherwise be deemed agents of the Company.

(b) Services. The Administrator shall perform (or oversee, or arrange for, the performance of) the administrative services necessary for the operation of the Company. Without limiting the generality of the foregoing, the Administrator shall provide the Company with office facilities, equipment, clerical, bookkeeping, compliance, and record keeping services at such facilities and such other services as the Administrator, subject to review by the Board, shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. The Administrator shall also, on behalf of the Company, conduct relations with custodians, depositories, transfer agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks, and other persons in any other capacity deemed by the Administrator to be necessary or desirable. The Administrator shall make reports to the Board of its

performance of its obligations hereunder and shall furnish advice and recommendations with respect to such other aspects of the business and affairs of the Company as it shall determine to be desirable; provided, however, that in its capacity as Administrator, nothing herein shall be construed to require the Administrator to, and the Administrator shall not, provide any advice or recommendation relating to the securities and other assets that the Company should purchase, retain or sell or provide any other investment advisory services to the Company pursuant to this Agreement. The Administrator shall be responsible for the financial and other records that the Company is required to maintain, and under the 1940 Act, shall prepare, print and disseminate reports to shareholders, and reports and other materials filed with the SEC. In addition, the Administrator shall assist the Company in determining and publishing the Company’s net asset value, overseeing the preparation and filing of the Company’s tax returns, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others.

(c) For the avoidance of any doubt, the parties agree that the Administrator is authorized, to enter into such sub-administration agreements as the Administrator may determine to be necessary or desirable in order to carry out the services set forth in paragraph 1(b) of this Agreement.

(d) The Administrator will comply with Applicable Law (as defined herein) and shall adopt and implement appropriate policies and procedures designed to comply with Applicable Law in connection with providing services hereunder.

2.	Records

The Administrator agrees, to the extent not otherwise maintained in its capacity as Adviser in accordance with the Investment Advisory Agreement and applicable provisions thereunder, to maintain and keep all books, accounts and other records of the Company that relate to activities performed by the Administrator hereunder and shall maintain and keep such books, accounts and records in accordance with the 1940 Act. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrator agrees that all records which it maintains for the Company shall at all times remain the property of the Company, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of this Agreement or otherwise on written request. The Administrator further agrees that all records which it maintains for the Company pursuant to Rule 31a-1 under the 1940 Act shall be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records shall be surrendered in usable machine-readable form. The Administrator shall have the right to retain copies of such records subject to observance of its confidentiality obligations under this Agreement.

3.	Confidentiality

The parties hereto agree that each shall treat confidentially all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto, including nonpublic personal information (regulated pursuant to Regulation S-P), shall be used by any other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by any regulatory authority, any authority or legal counsel of the parties hereto, by judicial or administrative process, or otherwise by applicable law or regulation.

4.	Compensation; Allocation of Costs and Expenses

(a) In full consideration for the provision of the services provided by the Administrator under this Agreement, the parties acknowledge that there shall be no separate fee paid in connection with the services provided, so long as the Adviser, any affiliate of the Adviser, or their respective heirs or assigns continues to serve as the investment adviser to the Company, notwithstanding that the Company shall reimburse the Administrator, as soon as practicable following the end of each fiscal quarter, for the Company’s allocable portion of certain expenses incurred by the Administrator in performing its obligations under this Agreement, including the Company’s fair and equitable allocable share of the compensation, including annual base salary, bonus, any related withholding taxes and employee benefits, paid to personnel providing finance, tax, accounting, internal audit, legal, risk management, operations, originations, marketing, investor relations, portfolio monitoring and servicing, compliance services and other non-investment personnel of the Adviser and its affiliates as reasonably determined by the Adviser to appropriately reflect the portion of time spent devoted by such personnel to the Company’s affairs, as well as the actual cost of goods and services used for the Company and obtained by the Administrator from entities not affiliated with the Company. The Administrator may also be reimbursed for the administrative services necessary for the prudent operation of the Company performed by it on behalf of the Company; provided, however, the reimbursement shall be an amount equal to the Administrator’s actual cost; and provided, further, that such costs are reasonably allocated to the Company on the basis of assets, revenues, time records or other method conforming with generally accepted accounting principles.

(b) The Company shall bear all costs and expenses that are incurred in its operation, administration and in the execution of its transactions and are not specifically assumed by the Adviser pursuant to the Investment Advisory Agreement. Costs and expenses to be borne by the Company include, but are not limited to, those relating to: the Company’s operating costs incurred prior to the filing of its election to be regulated as a BDC; the costs associated with any public or private offerings of the Company’s common stock and other securities; calculating individual asset values and the Company’s net asset value (including the cost and expenses of any third-party valuation services); out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of its investment team, or payable to third parties, performing due diligence on prospective portfolio companies and monitoring actual portfolio companies and, if necessary, enforcing the Company’s rights; the base management fee and any incentive fees payable under the Investment Advisory Agreement; certain costs and expenses relating to distributions paid by the Company; administration fees payable under this Agreement and any sub-administration agreements, including related expenses; debt service and other costs of borrowings or other financing arrangements; and the allocated costs incurred by the Adviser in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making or holding investments; the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments; transfer agent and custodial fees; costs of hedging; commissions and other compensation payable to brokers or dealers**;** federal and state registration fees; any stock exchange listing fees and fees payable to rating agencies; the cost of effecting any sales and repurchases of the Company’s common stock and other securities; U.S. federal, state and local taxes; independent director fees and expenses; costs of preparing financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the Sarbanes-Oxley Act of 2002, as amended, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees; the costs of any reports, proxy statements or other notices to the Company’s shareholders (including printing and mailing costs), the costs of any shareholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; the costs of specialty and custom software expense for monitoring risk, compliance and overall investments; the Company’s fidelity bond; any necessary insurance premiums; extraordinary expenses (such as litigation or indemnification payments or amounts

payable pursuant to any agreement to provide indemnification entered into by the Company); direct fees and expenses associated with independent audits, agency, consulting and legal costs; costs of winding up; and all other expenses incurred by either the Administrator or the Company in connection with administering the Company’s business, including payments under this Agreement based upon the Company’s fair and equitable allocable share of the compensation, including annual base salary, bonus, any related withholding taxes and employee benefits, paid to personnel providing finance, tax, accounting, internal audit, legal, risk management, operations, originations, marketing, investor relations, portfolio monitoring and servicing, compliance services and other non-investment personnel of the Adviser and its affiliates as reasonably determined by the Adviser to appropriately reflect the portion of time spent devoted by such personnel to the Company’s affairs, and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services under this Agreement, including, but not limited to the fees and expenses associated with performing compliance functions. The presence of an item in or its absence from the foregoing list, on the one hand, and the list of Company expenses set forth in Section 2(b) of the Investment Advisory Agreement, on the other, shall in no way be construed to limit the responsibility of the Company for such expense under either agreement.

For avoidance of doubt, it is agreed and understood that, from time to time, the Administrator or its affiliates may pay amounts or bear costs properly constituting Company expenses as set forth herein or otherwise and that the Company shall reimburse the Administrator or its affiliates for all such costs and expenses that have been paid by the Administrator or its affiliates on behalf of the Company. The Administrator shall provide the Company with such written detail as the Company may reasonably request to support the determination of the Company’s share of such costs.

5.	Limitation of Liability of the Administrator; Indemnification

(a) Subject to Section 5(c) below, the Administrator and each of its directors, trustees, managers, officers, shareholders or members (and their shareholders or members, including the owners of their shareholders or members), agents, employees, controlling persons (as determined under the 1940 Act (“Controlling Persons”)), any other person or entity affiliated with the Administrator (including its directors, trustees, managers, officers, shareholders or members (and their shareholders or members, including the owners of their shareholders or members), agents, employees or Controlling Persons) and any other person or entity acting on behalf of, the Administrator (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) shall not be liable to the Company or any shareholders thereof for any action taken or omitted to be taken by the Administrator in connection with the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator of the Company (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services), and the Company shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in satisfaction of judgments, in compromises and settlement, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated) (“Losses”) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Indemnified Parties’ duties or obligations under this Agreement or otherwise as an administrator of the Company to the extent such Losses are not fully reimbursed by insurance and otherwise to the fullest extent such indemnification would not be inconsistent with the Company’s certificate of incorporation and bylaws, the 1940 Act, the laws of the State of New York and other applicable law.

(b) Notwithstanding anything in the provisions of this Section 5 to the contrary, nothing contained herein shall protect or be deemed to protect any of the Indemnified Parties against, or entitle or be deemed to entitle any of the Indemnified Parties to indemnification in respect of, any Losses to the Company or its security holders to which the Indemnified Parties would otherwise be subject primarily attributable to the willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).

In addition, notwithstanding any of the foregoing to the contrary, the provisions of this Section 5 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability (including liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this Section 5 to the fullest extent permitted by law.

6.	Activities of the Administrator

The services of the Administrator to the Company are not to be deemed to be exclusive, and the Administrator and each affiliate is free to render services to others.

7.	Duration and Termination of this Agreement

(a) This Agreement shall become effective as of the first date above written. The provisions of Section 5 of this Agreement shall remain in full force and effect, and the Administrator shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Administrator shall be entitled to any amounts owed under Section 4 through the date of termination or expiration, and Section 3 and Section 9 shall continue in force and effect following such termination. This Agreement shall continue in effect for two years from the date hereof, and thereafter shall continue automatically for successive annual periods, provided, that, such continuance is specifically approved at least annually by:

(i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company; and

(ii) the vote of a majority of the members of the Company’s Board who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of any such party (the “Independent Directors”), in accordance with the requirements of the 1940 Act.

(b) The Agreement may be terminated at any time, without the payment of any penalty, (i) by the Company upon 60 days’ prior written notice to the Administrator: (A) by the vote of a majority of the outstanding voting securities of the Company (as “majority of the outstanding voting securities” is defined in Section 2(a)(42) of the 1940 Act) or (B) by the vote of the Independent Directors; or (ii) by the Administrator upon not less than 60 days’ prior written notice to the Company.

(c) This Agreement may not be assigned by a party without the consent of the other party; provided, however, that (i) the rights and obligations of the Company under this Agreement shall not be deemed to be assigned to a newly formed entity in the event of the merger of the Company into, or conveyance of all of the assets of the Company to, such newly formed entity; provided further, however, that the sole purpose of that merger or conveyance is to effect a mere change in the Company’s legal form into another limited liability entity and (ii) the Administrator may, without the consent of any other party, assign the rights and obligations of the Administrator under this Agreement to an affiliate of the Administrator.

8.	Amendments of this Agreement

This Agreement may be amended pursuant to a written instrument by mutual consent of the parties.

9.	Governing Law

Notwithstanding the place where this Agreement may be executed by any of the parties hereto and the provisions of Section 5, this Agreement shall be construed in accordance with the laws of the State of New York. For so long as the Company is regulated as a BDC under the 1940 Act, this Agreement shall also be construed in accordance with the applicable provisions of the 1940 Act. In such case, to the extent the applicable laws of the State of New York or any of the provisions herein conflict with the provisions of the 1940 Act, the 1940 Act shall control.

10.	Compliance with Laws

The Administrator agrees that its activities during the term of this Agreement shall at all times comply in all material respects with all applicable federal and state laws (excluding for purposes of this clause, the federal prohibition under the U.S. Controlled Substances Act of the cultivation, processing, sale or possession of cannabis or parts of cannabis including the sale or possession of cannabis paraphernalia, advertising the sale of cannabis, products containing cannabis or cannabis paraphernalia, controlling or managing real estate on which cannabis is trafficked, or any federal crime for which any of the prior activities serves as a predicate, as long as the actions of the Adviser are in compliance with applicable state laws) (“Applicable Law”).

11.	Entire Agreement

This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof.

12.	Notices

Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, or via email, to the other party at its principal office.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

ADVANCED FLOWER CAPITAL INC.
a Maryland corporation
By:	/s/ Daniel Neville
Name:	Daniel Neville
Title:	Chief Executive Officer
AFC Management, LLC
a Delaware limited liability company
By:	/s/ Robyn Tannenbaum
Name:	Robyn Tannenbaum
Title:	Manager

[Signature Page to Administration Agreement]

Exhibit 10.3

FORMOF CUSTODY AGREEMENT

ADVANCED FLOWER CAPITAL INC.

WITH

EAST WEST BANK

Advanced Flower Capital Inc. (the “Company”) hereby appoints East West Bank (“EWB” or “the Custodian”), and EWB accepts such appointment, to provide the custody services set forth in, and in accordance with the terms of, this agreement(the “Agreement”).

Each party fully understands that EWB will act only as a custodian for the Company and that EWB will have no duties other than those specifically set forth in this Agreement.

RECITALS

WHEREAS, the Company is a closed-end management investment company that has elected to be regulated as a business development company under Section 54(a) of the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, EWB is qualified to act as a custodian pursuant to Section 17(f) of the 1940 Act;

WHEREAS, the Company desires to retain EWB to act as custodian for the Company and each Subsidiary hereafter identified to the Custodian;

WHEREAS, the Company desires that certain of the Company’s Securities (as defined below) and cash be held and administered by the Custodian pursuant to this Agreement in compliance with Section 17(f) of the 1940 Act;

1. DUTIES: In addition to those duties included elsewhere in this Agreement, EWB shall only make such purchases and sales of securities (“Securities”) and other property in the Account (collectively known as “Property”) as the Company shall direct. When provided in accordance with the Instructions defined in this Agreement, EWB shall accept the Company’s investment directions without inquiry and shall have no responsibility to review or determine the merit or suitability of any such direction. EWB shall assume no liability for any loss or reduction in the value of any Securities or other Property at any time held in the Account. For clarity, “Securities” means, collectively, the (i) investments, including Loans and other Alternative Assets (as defined below), acquired by the Company and delivered to the Custodian by the Company from time to time during the term of, and pursuant to the terms of, this Agreement and (ii) all dividends or payments in kind (e.g., non-cash dividends) from the investments described in clause (i). For avoidance of doubt, the term “Securities” includes, without limitation, stocks, shares, bonds, debentures, notes, mortgages, or other obligations and any certificates, receipts, warrants or other instruments representing rights to receive, purchase, or subscribe for the same, or evidencing or representing any other rights or interests therein, or in any property or assets.

2. DUTIES NOT INCLUDED: The Company acknowledges that EWB is not authorized to exercise discretionary authority with respect to the Property in the Account. Unless EWB and the Company otherwise agree in writing, EWB will have no duty:

(a) To supervise the investment of Securities or other Property in the Account; or

(b) To make recommendations as to purchases or sales of any Securities or other Property in the Account; or

(c) To advise the Company of any other matters affecting any Securities or other Property in the Account (except as set forth specifically in this Agreement); or

(d) Unless required by law or upon reasonable request by the Company, to participate in any legal proceeding relating to the Account or any Securities or other Property in the Account; or

(e) With respect to any Securities as to which a default has occurred, to collect distributions, to give notices, to make demands, or to take other corrective action.

3. OPENING OF ACCOUNT: EWB will open and maintain a separate account or accounts in the Company’s name (each, an “Account”), subject only to draft or order by EWB acting pursuant to the terms of this Agreement pursuant to Instructions, as defined in this Agreement.

4. INSTRUCTIONS: “Instructions” means instructions (including trade confirmations) received by the Custodian in form acceptable to it, from the Company, or any person duly authorized by the Company, by any of the following forms acceptable to the Custodian:

(a) in writing signed by two (2) Authorized Persons (and delivered by hand, by mail, by overnight courier, or by telecopier);

(b) a communication effected through the internet or web-based functionality (including without limitation, emails, data files, web portal, and other communications) on behalf of the Company (“Electronic Communication”); or

(c) such other means as may be agreed upon from time to time by the Custodian and the party giving such instructions, including oral instructions.

5. COLLECTION OF PRINCIPAL: EWB is authorized to receive the principal of all Securities and other Property in the Account that mature, are redeemed or are sold, including stock dividends. EWB will hold all principal in a specific investment vehicle is authorized by the Company in accordance with this Agreement. The Company may withdraw Property at any time upon receipt in accordance with Instructions.

EWB shall settle all transactions in accordance with customary practices. All credits to the Account of anticipated proceeds from the sale, redemption, or other disposition of Property in the Account or distributions with respect to Property in the account shall be conditional upon EWB’s receipt of final payment of such proceeds and EWB is hereby authorized to reverse such credits to the extent EWB does not receive final payment. In the event EWB, in its sole discretion, advances funds to the Company to facilitate the settlement of any transaction or for any other reason (including overdrafts) or elects to permit the Company to use funds credited to (but not received by) the Account in anticipation of final payment, the Company shall, immediately upon demand, reimburse EWB for such amounts plus interest thereon.

6. COLLECTION OF INCOME: EWB is authorized: (a) to receive income on any Securities and other Property in the Account (such as interest and dividends); and (b) to hold the income in the Account.

The income will be ☒ credited to the Company’s Account or Cash Account.

EWB will use its best efforts to collect all dividends, interest and other income to which the Company is entitled and to credit and deliver Securities and other Property at maturity or when called for payment but EWB shall assume no liability for failing to do so and shall not be obligated to commence or join in any legal proceedings to collect same.

7. BANK ACCOUNTS AND MANAGEMENT OF CASH: Proceeds from the Securities and all other cash received and maintained by the Custodian from time to time shall be credited to and held in a physically segregated account in the name of the Company (the “Cash Account”). All amounts credited to the Cash Account shall be subject to clearance and receipt of final payment by the Custodian. The Company acknowledges that cash deposited (including the bank acting as Custodian) may make a margin or generate banking income for which such bank shall not be required to account to the Company. The Custodian shall be authorized to open such additional Cash Accounts as may be necessary or convenient for administration of its duties hereunder, with notice to be provided to the Company.

8. CASH INVESTMENTS: EWB shall invest and reinvest cash in the Cash Account in the specific investment vehicle authorized by the Company.

9. PAYMENT OF MONEYS: Upon receipt of Instructions, which may be standing instructions, the Custodian shall pay out from the respective Cash Account designated by the Company (or remit to its agents or its Sub-custodian (as defined below), and direct them to pay out) moneys of the Company on deposit therein in the following cases:

(a) upon the purchase of Securities for the Company pursuant to such Instruction; and such purchase may, unless and except to the extent otherwise directed by Instructions, be carried out by the Custodian:

(i). in accordance with the customary or established practices and procedures in the jurisdiction or market where the transactions occur, including delivering money to the seller thereof or to a dealer therefor (or any agent for such seller or dealer) against expectation of receiving later delivery of such Securities; or

(ii). in the case of a purchase effected through a CSD (as defined below), in accordance with the rules governing the operation of such CSD;

(b) for any other purpose directed by the Company, but only upon receipt of Instructions specifying the amount of such payment, and naming the Person or Persons to whom such payment is to be made.

10. RECEIPT OF SECURITIES: EWB will hold Securities delivered or credited to the Company in the Account, which shall be a separate account, and physically segregated at all times from those of Custodian and any other persons, firms or corporations, pursuant to the provisions hereof. All such Securities are to be held or disposed of by EWB for, and subject at all times to the instructions of, the Company pursuant to the terms of this Agreement. EWB will have no power or authority to assign, hypothecate, pledge or otherwise dispose of any such Securities and investments, except pursuant to the directive of the Company.

EWB shall maintain records of the Company’s transactions in the Account and reconcile its records of its clients’ securities holdings against the records of any Sub-Custodian and/or CSD (each as defined below) in which it is a direct participant in accordance with the Custodian’s standard procedures.

EWB may agree to provide physical safekeeping for investment documents delivered to it by the Company and will return such investment documents to the Company upon receipt of Instructions, subject to additional documentation and other reasonable requirements as EWB may specify from time to time. Investment documents held in physical safekeeping will be segregated from the securities and investments of EWB and any other person, and the investment documents will be marked so as to clearly identify them as property of the Company. EWB will not otherwise perform any services in relation to the investment documents.

EWB may also agree to reflect the Company’s Alternative Assets (as defined below) on its books, records or statements. Unless otherwise agreed in writing, EWB will not perform any other services or assume any other obligations in relation to Alternative Assets. EWB may, in limited cases, agree to register the Company’s interests in Alternative Assets in the name of EWB, subject to additional documentation and other requirements as EWB may specify from time to time. For purposes of this Agreement, “Alternative Assets” means derivatives, real estate, commodities, private placements, infrastructure holdings, certain Loans, private equity holdings, hedge fund holdings or such other assets not typically held in book-entry form and not typically held in accounts registered in the name of EWB or a Sub-custodian (as defined below).

11. REGISTRATION OF SECURITIES: Any Securities held by the Custodian, its agents or its Sub-custodian (as defined below), other than bearer securities, securities held in a CSD (as defined below) or securities that are noteless loans or participations, shall be registered in the name of the Company or its nominee; or, at the option of the Custodian (if the Custodian determines it cannot hold such security in the name of the Company), in the name of the Custodian or in the name of any nominee of the Custodian, or in the name of its agents or its Sub-custodian (as defined below) or their nominees; or if directed by the Company by Instruction, may be maintained in Street Name. The Custodian, its agents and its Sub-custodian shall not be obligated to accept Securities on behalf of the Company under the terms of this Agreement unless such Securities are in Street Name or other good deliverable form. The Custodian shall physically segregate bearer Securities from the proprietary assets of the Custodian, and shall require that Sub-custodians (as defined below) physically segregate bearer Securities from the Sub-custodian’s and the Custodian’s proprietary assets.

12. [Reserved]

13. STATEMENTS: EWB will provide an electronic statement transactions ☒ monthly ☐ quarterly. The Company will be able to access daily summaries of transactions via online access to the custody account.

14. RECORDS: The Custodian shall create and maintain complete and accurate records relating to its activities under this Agreement with respect to the Securities, cash or other property held for the Company under this Agreement, as required by Section 31 of the 1940 Act, and Rules 31a-1 and 32a-2 thereunder. To the extent that EWB, in its sole opinion, is able to do so, EWB shall provide assistance to the Company (at its reasonable request made from time to time) by providing sub-certifications regarding certain of its services performed hereunder to the Company in connection with its certification requirements pursuant to the Sarbanes-Oxley Act of 2002, as amended. All such records shall be the property of the Company and shall at all times during the regular business hours of EWB be open for inspection by duly authorized officers, employees or agents of the Company (including its independent public accountants) and employees and agents of the Securities and Exchange Commission, upon reasonable request and no less than five Business Days’ prior notice, unless EWB agrees to such shorter time or is required by applicable law or a regulator with jurisdiction over the Company, and at the Company’s expense. EWB shall, at the Company’s request, supply the Company with a tabulation of Securities owned by the Company and held by EWB and shall, when requested to do so by the Company and for such compensation as shall be agreed upon between the Company and EWB, include, to the extent applicable, the certificate numbers in such tabulations, to the extent such information is available to EWB.

Upon reasonable request of the Company, the Custodian shall provide the Company with a copy of the Custodian’s Service Organizational Control (SOC) 1 reports prepared in accordance with the requirements of AT section 801, Reporting on Controls at a Service Organization (formerly Statement on Standards for Attestation Engagements (SSAE) No. 16). The Custodian shall use commercially reasonable efforts to provide the Company with such reports as the Company may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-1 of the 1940 Act or similar legal and regulatory requirements.

15. HANDLING OF TRANSFERS: Unless EWB and the Company otherwise agree in writing, all transfers (such as purchases, sales and exchanges) of Securities and other Property for the Account will be made in accordance with the Company’s Instructions. EWB will have no obligation to make any purchase for the Account unless there are sufficient funds available in the Account to pay for the purchase. Notwithstanding the provisions set forth for Instructions, if the Company gives instructions to EWB orally, EWB is not required to follow them until they are confirmed to EWB in writing. EWB shall not be responsible for or have any liability whatsoever concerning the delay, failure to consummate or incorrect consummation of any transaction due to (i) insufficient funds, (ii) incomplete instructions, (iii) oral instructions not followed up in writing and signed by the Company, (iv) market fluctuations or (v) any delay whatsoever between the time the Company provided instructions until the time the transaction was completed.

16. REGISTRATION AND SUBCUSTODIANS: Upon receipt of Instructions, (a) EWB may open and maintain a securities account with: (i) any domestic or foreign depository or clearing corporation or system that provides handling, clearing, or safekeeping services (“CSD”); (ii) [reserved]; (iii) any Federal Reserve Bank on the Federal Book-Entry System; (iv) any domestic or foreign bank or depository as subcustodian that is a qualified custodian under Section 17(f) of the 1940 Act (a “Sub-custodian”); or (v) [reserved] (each, a “Sub-Custody Account”). EWB shall notify the Company of the use of any Sub-Custody Account. A Sub-Custody Account may be a commingled (or omnibus) account for Securities of multiple customers of EWB (or the Sub-custodian, in the case of accounts opened by the Sub-custodian at a CSD) or, in certain markets, segregated (or separate) accounts for Securities of the Client; and (ii) must not include any proprietary securities of the Custodian, the Sub-custodian, or the CSD.

(b) EWB may register and/or hold Property in the name of its nominee or the nominee of any CSD, Sub-custodian or other entity with which securities may be deposited.

The Custodian shall (i) exercise reasonable care in the selection of each Sub-custodian in light of prevailing settlement and securities handling practices, procedures and controls in the relevant market, and (ii) assess, on an ongoing basis, the financial condition and licensing status of the Sub-custodian. With respect to any costs, expenses, damages, liabilities, or claims (including attorneys’ and accountants’ fees) incurred as a result of the acts or the failure to act by any Sub-custodian, the Custodian shall take reasonable action to recover such costs, expenses, damages, liabilities, or claims from such Sub-custodian; provided that the Custodian’s sole liability in that regard shall be limited to amounts actually received by it from such Sub-custodian (exclusive of related costs and expenses incurred by the Custodian).

(c) Sub-custodians shall maintain records of their clients transactions and reconcile their records of the securities holdings of their clients against the records of a CSD in which it is a direct participant in accordance with the Sub-custodian’s standard procedures.

17. HOLDING SECURITIES: The Custodian may deposit and maintain securities or other financial assets of the Company in a Sub-Custody Account, including at a U.S. CSD in compliance with the conditions of Rule 17f-4 under the 1940 Act. The Custodian shall hold and physically segregate for the account of the Company all Securities and other financial assets held by the Custodian in the United States, including all domestic securities of the Company, other than Securities or other financial assets maintained in a U.S. CSD. The Custodian may at any time or times in its discretion appoint a Sub-custodian as the Custodian’s agent to carry out such of the provisions of this Section as the Custodian may from time to time direct. The appointment of any Sub-custodian or agent shall not relieve the Custodian of any of its duties hereunder. The Custodian may at any time or times in its discretion remove the Sub-custodian as the Custodian’s agent.

18. CUSTODY OF SUBSIDIARY ASSETS: With respect to each Subsidiary identified to the Custodian by the Company, there shall be established at the Custodian a segregated account to which the Custodian shall deposit and hold any Subsidiary Securities (other than Loans) received by it (and any Proceeds received by it in the form of dividends in kind) pursuant to this Agreement, which account shall be designated the “AFC Securities Account” (the “Subsidiary Securities Account”). With respect to each Subsidiary identified to the Custodian by the Company, there shall be established at the Custodian a segregated account to which the Custodian shall deposit and hold any cash Proceeds received by it from time to time from or with respect to Subsidiary Securities or other Proceeds, which account shall be designated the “AFC Cash Proceeds Account” (the “Subsidiary Cash Account”). To the maximum extent possible, the provisions of this Agreement regarding Securities of the Company, the Securities Account and the Cash Account shall be applicable to any Subsidiary Securities, cash and other investment assets, Subsidiary Securities Account and Subsidiary Cash Account, respectively. The parties hereto agree that the Company shall notify the Custodian in writing as to the establishment of any Subsidiary as to which the Custodian is to serve as custodian pursuant to the terms of this Agreement; and identify in writing any accounts the Custodian shall be required to establish for such Subsidiary as herein provided.

19. INCOME TAX SERVICES: (a) EWB will not perform or arrange for the performance of income tax services for the Account, unless a separate written agreement is entered into between the parties.

(b) The Company shall be solely responsible for the federal, state and local tax consequences, if any, of any action or inaction of EWB in handling the Property of the Account, whether such taxes are imposed upon the income of the Account, the capital gains occurring upon the sale of Securities held in the Account, or otherwise. Nothing in this Agreement shall require EWB to take into account the tax consequences of any contemplated sale, purchase, distribution or other action concerning the Property of the Account, or the income or capital gains which may result therefrom.

(c) All federal, state and local taxes, if any, including any interest and penalties with respect thereto, which may be levied or assessed under existing or future laws upon or in respect of the Account, or the income or capital gains thereof, shall be charged to and paid by the Company and shall not be paid by EWB; provided, however, that nothing in this Section shall prohibit the Company from directing that Property from the Account be sold and/or distributed to assist the Company in paying such tax liabilities, including any interest and penalties thereon, provided such direction comport with the requirements set forth in “Instructions.”

20. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY: The Custodian may, at its discretion, without express authority from the Company: (a) surrender Securities in temporary form for Securities in definitive form; (b) endorse for collection cheques, drafts and other negotiable instruments; and (c) in general, attend to all nondiscretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the Securities and property of the Company.

21. CERTAIN NOTICES: Any Instructions shall be given to the addresses (or such other address as either party may designate by written notice to the other party) set forth in the “Notices” provision below. Otherwise, any notices, approvals and other communications hereunder shall be sufficient if made in writing and given to the parties at the following address (or such other address as either of them may subsequently designate by notice to the other), given by (i) certified or registered mail, postage prepaid, (ii) recognized courier or delivery service, (iii) electronic mail or (iv) confirmed telecopier or telex, with a duplicate sent by first class mail, postage prepaid.

22. DISCRETIONARY CORPORATE ACTION; VOTING: Whenever Securities (including warrants, options, tenders, options to tender or non-mandatory puts or calls) confer optional rights or provide for discretionary action or alternative courses of action, the Company shall be responsible for making any decisions relating thereto and for instructing EWB to act. In order for EWB to act, the Company understands that EWB must receive its instructions at EWB’s offices, addressed as EWB may from time to time request, by no later than noon (New Jersey time) at least one business day prior to the last scheduled date to act with respect to such Securities (or such earlier date or time as EWB may specify). Absent EWB’s timely receipt of such instructions, EWB shall not be liable for failure to take any action relating to or exercise any rights conferred by such Securities. The Company understands that in order to exercise its right to act concerning Securities that it may own, but may not be registered in its name, EWB may be required to release information about the Company to the company that it has an interest in. EWB shall only release such information if the Company checks the box in the following paragraph that authorizes the release of such information.

EWB will endeavor to notify the Company of such rights and discretionary actions and of the date or dates by which such rights must be exercised or such action must be taken, provided that EWB has received from the issuer or from one of the nationally recognized bond or corporate action services to which EWB subscribes timely notice of such rights or discretionary corporate action and the date or dates by which such rights must be exercised or such action must be taken without indicating the manner in which such proxies are to be voted. In regard to exercising the voting rights in concerning the Securities the Company may own, however registered, by checking the appropriate box below, the Company chooses the following:

☒	The Company shall exercise the voting rights with respect to<br>all Securities, however registered. EWB’s only duty shall be to mail to the Company, to the extent received by EWB, any documents<br>(including proxy statements, annual reports and signed proxies) relating to the exercise of such voting rights.
☐	The<br>Company authorizes EWB to make any decisions and take all appropriate action relating to all Securities, however registered. The voting<br>rights are to be exercised by EWB as custodian in its sole discretion in the best interest in the Account in accordance with EWB Trust<br>Department proxy voting procedures that are promulgated from time to time without further instructions or authorization from the Company.
---	---

☒

The Company shall exercise the voting rights with respect to all Securities, however registered. EWB’s only duty shall be to mail to the Company, to the extent received by EWB, any documents (including proxy statements, annual reports and signed proxies) relating to the exercise of such voting rights.

☐

The Company authorizes EWB to make any decisions and take all appropriate action relating to all Securities, however registered. The voting rights are to be exercised by EWB as custodian in its sole discretion in the best interest in the Account in accordance with EWB Trust Department proxy voting procedures that are promulgated from time to time without further instructions or authorization from the Company.

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23. SHAREHOLDER COMMUNICATIONS ACT DISCLOSURE: EWB ☐ may ☐ may not release the Company’s identity to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and the Company. IF NO BOX IS CHECKED, EWB SHALL NOT RELEASE SUCH INFORMATION UNLESS EWB RECEIVES A CONTRARY INSTRUCTION FROM THE COMPANY.

24. AMENDMENTS AND TERMINATION: The provisions of this Agreement will remain in effect until they are amended in a writing signed by both parties or terminated by written notice from either party to the other not later than sixty (60) days prior to the effective date of termination specified therein. Upon termination of this agreement, the Company will instruct EWB as to the successor bank that will serve as the new custodian, if applicable. Upon receipt of written instructions from the Company, EWB will transfer all cash and Securities held for the Company at EWB to the successor custodian at the Company’s cost.

25. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The Company represents and warrants to the Custodian that:

(a) it has the power and authority to enter into and perform its obligations under this Agreement, and it has duly authorized, executed and delivered this Agreement so as to constitute its valid and binding obligation; and

(b) in giving any instructions which purport to be “Instructions” under this Agreement, the Company will act in accordance with the provisions of its certificate of incorporation and bylaws and any applicable laws and regulations.

26. REPRESENTATIONS AND WARRANTIES OF THE CUSTODIAN: The Custodian hereby represents and warrants to the Company that:

(a) it is qualified to act as a custodian pursuant to Sections 17(f) and 26(a)(1) of the Investment Company Act of 1940, as amended;

(b) it has the power and authority to enter into and perform its obligations under this Agreement;

(c) it has duly authorized, executed and delivered this Agreement so as to constitute its valid and binding obligations; and

(d) it maintains business continuity policies and standards that include data file backup and recovery procedures that comply with all applicable regulatory requirements.

27.GOVERNING LAW AND LIABILITIES: (a) This Agreement shall be construed and interpreted according to the substantive laws (and not the choice of law rules) of the State of New York and shall bind me and my heirs, distributees, legal representatives, successors and assigns; except to the extent such laws are inconsistent with federal securities laws, including the 1940 Act, in which case such federal securities laws shall govern.

(b) The Company will be liable for and will indemnify and reimburse EWB (and any nominee thereof) for and hold EWB (and any such nominee) harmless from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys’ fees and expenses) incurred by EWB in connection with or arising from this Agreement, including claims for taxes and other governmental charges and claims asserted by reason of any act or failure to act by EWB (or such nominee), except for such act or failure to act which constitutes negligence, willful misconduct or bad faith by EWB. EWB may also retain legal counsel whenever in EWB’s judgment it is necessary or advisable to do so in connection with the discharge of EWB’s duties, and the fees and expenses of such counsel will be paid by the Company or, if the Company does not make such payment, by charging the Account.

(c) EWB shall assume no liability for anything done or omitted to be done by it under this Agreement, or for any loss or injury resulting from EWB’s actions or performance or lack of performance of EWB’s duties hereunder, in the absence of negligence or willful misconduct by EWB. In no event shall EWB be liable: (i) for any loss arising from it acting in accordance with instructions from the Company or any of its agents or representatives; (ii) for any loss that the Company may suffer by reason of any investment decision made or other action taken or omitted to be taken by the Company based upon a recommendation made by EWB, (iii) for any act or failure to act or the solvency of any agent, Sub-custodian, clearing corporation or depository or nominee thereof, or of any other third party involved in any transfer, including but not limited to any broker selected to execute any purchase, sale or other transfer, regardless of whether the broker is selected by EWB or the Executors, delivery service or communications company; or (iv) for special or consequential damages.

(d) The Company acknowledges that EWB is not a fiduciary or a trustee for or on the Company’s behalf for any purpose or in any capacity, under any federal, state or local law, including all laws governing trusts. If the Account is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Company further acknowledges that EWB is not a fiduciary (as such term is defined under ERISA) for any purpose with respect to the plan for the benefit of which the Account is maintained, including but not limited to with respect to the Property in the Account, and that EWB shall assume no liability for overall compliance of any Account investments with the requirements of ERISA or any other governing law or documents. The Company represents that its utilization of EWB as custodian of the Account, and any instructions that have been given to EWB with regard to the Account, are consistent with the terms of the applicable underlying plan documents. By signing this Agreement, the Company acknowledges its status as a named fiduciary with respect to the control and management of the Property held in the Account, and agrees to notify EWB in writing promptly of any change in the identity of the named fiduciary with respect to the Account.

(e) The Company understands that when EWB delivers Property against payment, EWB may deliver such Property prior to actually receiving final payment and that, as a matter of bookkeeping convenience, EWB may credit the Account with anticipated proceeds of sale prior to actual receipt of final payment. The risk of non-receipt of payment shall be the Company’s and EWB shall have no liability thereof.

(f) The Company hereby grants to EWB a continuing lien on and security interest in, and pledge to EWB any and all cash, as security for any loans or borrowings from EWB to the Company or on its behalf, or for any advances EWB makes for any purpose under this Agreement, or for any obligations the Company owes to EWB, to the extent that such obligations or advances are not paid within 30 days of invoice by EWB.

(g) The Company shall be responsible for promptly examining each periodic statement received from EWB with respect to the Account and, if an error or omission with respect to the Account can be ascertained from a periodic statement, for submitting to EWB a written claim, exception or objection (collectively, a “Claim”) within 30 days after the closing date of the period covered by the first such periodic statement that reflects such error or omission. If the Company does not submit a Claim within such 30-day period, the Company shall conclusively be deemed to have waived any such Claim.

28. NO JURY TRIAL: In the event of any controversy or dispute which may arise between the parties concerning any transaction or the construction, performance or breach of this Agreement, the parties shall be entitled, as a matter of right, to seek recourse from any Court of competent jurisdiction to hear and resolve disputes between the parties. The parties hereby irrevocably and unconditionally waive the right to a trial by jury in the event of any controversy or dispute which may arise concerning or under the terms and provisions of this Agreement.

29. CONFIDENTIALITY: All information provided under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. All confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the business of the Receiving Party and its affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.

30. DATA PRIVACY: The Custodian will implement and maintain a written information security program that contains appropriate security measures to safeguard the personal information of the Company’s shareholders, employees, directors and officers that the Custodian receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. The term, “personal information”, as used in this Section, means (a) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (i) Social Security number, (ii) driver’s license number, (iii) state identification card number, (iv) debit or credit card number, (v) financial account number or (vi) personal identification number or password that would permit access to a person’s account, or (b) any combination of any of the foregoing that would allow a person to log onto or access an individual’s account. The term does not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

31. NOTICES: Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally with evidence of delivery, by overnight mail with evidence of delivery, telegraphed or telexed, telecopied with evidence of receipt or sent by certified, registered or express mail, postage prepaid, and shall be deemed given when so delivered personally or by overnight mail, telegraphed or telexed, telecopied or if mailed, two (2) days after the date of mailing, as follows:

(i)	if to EWB:

EAST WEST BANK

[ ]

Attention: [ ]

Telecopy: [ ]

With a copy to:

EAST WEST BANK

[ ]

Attention: [ ]

Telecopy: [ ]

(ii)	if to the Company:

[ ]

Attention: [ ]

Telecopy: [ ]

With a copy to:

[ ]

Attention: [ ]

Telecopy: [ ]

32. ENTIRE AGREEMENT: This is the entire Agreement between the parties, covering everything agreed upon and understood with respect to the Account and any matters referred to herein, and supersedes all prior agreements and understandings, whether oral or written. This Agreement may be executed in any number of counterparts (whether manual, facsimile, .pdf or other electronic signature) and all counterparts taken together shall constitute one and the same instrument.

33. WAIVERS: The terms and conditions of this Agreement may not be waived unless there is a written instrument signed by the party waiving compliance.

34. CORRECTION OF DOCUMENTS: If this Agreement contains an error or incorrect terms or was improperly prepared or executed, then in each such case I agree to execute correction documents promptly.

35. HEADINGS: The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the interpretation of this Agreement.

SPECIAL INSTRUCTIONS:

ACCEPTANCE: The terms of this Account Agreement are hereby accepted.

Signature:		Signature:
Name:		Name:
Address:	[ ]	Address:	[ ]
[ ]		[ ]
Date:		Date:

Authorized Representative:	Authorized Representative:
Signature:	Signature:
Name:	Name:
Address:	Address:
Suite	Date:
Date:
Accepted: East West Bank
Date:
By:
Name:
Title:
Account Number:

Exhibit 10.4

TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT

THIS TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT (this “Agreement”), dated as of December 31, 2025 (the “Effective Date”), is entered into by and between ADVANCED FLOWER CAPITAL INC., a Maryland corporation (the “Company”), and EQUINITI TRUST COMPANY, LLC, a New York limited liability trust company (“Equiniti” and together with the Company, the “Parties”, and each a “Party”).

Appointment of Equiniti as Transfer Agent and Registrar.

(a) The Company hereby appoints Equiniti, and Equiniti hereby accepts such appointment, to act as sole transfer agent and registrar (the “Transfer Agent”) for the common stock of the Company and for any other securities of the Company as requested in writing by the Company from time to time (the “Shares”). Equiniti shall perform only those duties and obligations that are specifically set forth in this Agreement, and no implied duties and obligations shall be read into this Agreement against Equiniti. If the Company desires that Equiniti perform any duties or responsibilities not expressly set forth in this Agreement or have special operational requirements that deviate from Equiniti’s standard processes in providing the services herein, the Parties shall execute a written amendment to this Agreement setting forth the terms and conditions (including any applicable fees) to be mutually agreed by the Parties at such time. The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may be reasonably requested by Equiniti in performing the services hereunder.

(b) On or immediately after the Effective Date, if requested by Equiniti, the Company shall deliver to Equiniti the following: (i) forms of outstanding stock certificates of the Company, if any (the “Stock Certificates”), approved and authorized by the board of directors of the Company (the “Board”) and certified by the corporate secretary or similar authorized officers of the Company; (ii) incumbency certificates of the officers of the Company who are authorized to (x) execute Stock Certificates and/or (y) deliver written instructions and requests on behalf of the Company to Equiniti; (iii) copies of the organizational documents of the Company, certified by the corporate secretary or similar authorized officers of the Company; (iv) if applicable, a sufficient supply of blank Stock Certificates executed by (or bearing the facsimile signature of) the officers of the Company who are authorized to execute Stock Certificates and, if required, bearing the Company’s corporate seal; (v) a schedule that lists the class of the Shares, the par value of the Shares, and the number of authorized Shares; and (vi) all documentation or information reasonably requested by Equiniti that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended (the “Patriot Act”). The Company authorizes Equiniti to use Stock Certificates bearing the signature of an authorized officer of the Company who at the time of use is no longer an officer.

(c) The Company shall promptly advise Equiniti in writing of any change in the capital structure of the Company, and the Company shall promptly provide Equiniti with resolutions of the Board authorizing any recapitalization of the Shares or change in the number of issued or authorized Shares. Further, the Company shall advise Equiniti reasonably promptly of any amendment or supplement to any information or materials provided by the Company to Equiniti and shall provide such amendment or supplement to Equiniti as soon as practicable.

(d) The Company hereby authorizes Equiniti to establish a program (the “DRS Sale Program”) through which a holder of one or more Shares (each, a “Shareholder”) may elect to sell any Shares held in book-entry form through the Direct Registration System. The Company shall not be charged by Equiniti for establishing or administering the DRS Sale Program, and Equiniti shall be entitled to charge a transaction fee as set forth on Schedule 2 to any Shareholder that elects to sell Shares through the DRS Sale Program. The Company hereby appoints Equiniti, and Equiniti hereby accepts such appointment, to act as the administrator of the DRS Sale Program. The Company acknowledges and agrees that sales transactions in connection with the DRS Sale Program will be processed by a third-party clearing broker (the “Broker”), and that Equiniti shall not be liable or responsible for the Broker’s failure to process any such transactions.

2. Term. The initial term of this Agreement shall be two (2) years from the date hereof (the “Initial Term”), and this Agreement shall automatically renew for additional one-year successive terms (each, a “Term”) without further action of the Parties, unless written notice is provided by either Party at least ninety (90) days prior to the end of the Initial Term or any subsequent Terms, in each case, subject to the Parties’ termination rights in Section 9 below. The Initial Term and each Term shall be governed by this Section, notwithstanding the cessation of active trading of the Shares.

Fees; Expenses.

(a) Equiniti shall, or shall cause its Affiliates (as defined below), to provide to the Company the services listed on Schedule 1 (the “Services”). In consideration of such Services, the Company shall pay to Equiniti the fees set forth on Schedule 2 (the “Fees”). If the Company requests that Equiniti provide additional services not contemplated hereby, the Company shall pay to Equiniti fees for such services at Equiniti’s reasonable and customary rates, such fees to be governed by the terms of a separate agreement to be mutually agreed to and entered into by the Parties at such time (the “Additional Service Fee”; together with the Fees, the “Service Fees”).

(b) The Company shall reimburse Equiniti for all reasonable and documented expenses incurred by Equiniti (including, without limitation, reasonable and documented fees and disbursements of counsel) in connection with the Services (the “Expenses”); provided, however, that Equiniti shall receive written approval from the Company for any out-of-pocket expenses in excess of $10,000 (such approval not to be unreasonably delayed, withheld or conditioned). The Company agrees to pay all Service Fees and Expenses within sixty (60) days following receipt of an invoice from Equiniti. If the Company fails to pay the Fees when due, in addition to all other remedies available hereunder or at law, all such payments shall bear interest at a rate that is the lesser of (i) 2.5% per month on the basis of a 365-day year and (b) the highest rate permissible under applicable law, subject to a $50 minimum.

(c) During each twelve-month period of the Term, Equiniti may adjust the Service Fees by up to the annual percentage of change in the latest Consumer Price Index of All Urban Consumers United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics, plus one-half percent (0.5%), provided that such annual increase will be limited to no more than three percent (3%) per year. Further, Equiniti may adjust the Service Fees to reflect cost increases due to (i) changes mandated by legal or regulatory requirements, or (ii) additional services requested by the Company that are not ordinarily provided by Equiniti to its customers generally without charging fees.

(d) Upon termination of this Agreement for any reason, Equiniti shall assist the Company with the transfer of records of the Company held by Equiniti. Equiniti shall be entitled to reasonable additional compensation and reimbursement of any Expenses for the preparation and delivery of such records to the successor agent or to the Company, and for maintaining records and/or Stock Certificates that are received after the termination of this Agreement (the “Record Transfer Services”).

Representations and Warranties of the Company.

(a) The Company represents and warrants to Equiniti that (i) it is duly organized and validly existing and in good standing under the laws of the state of Maryland; (ii) it has all requisite power and authority to enter into this Agreement and to perform the transactions contemplated hereby; (iii) the execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company; and (iv) this Agreement has been duly executed and delivered and is the legally valid and binding obligation of the Company, enforceable against the Company in accordance with the Agreement’s terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles (whether enforcement is sought by proceeding in equity or at law).

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(b) All Shares issued and outstanding as of the date hereof, or to be issued during the Term, are or shall be duly authorized, validly issued, fully paid and non-assessable. All such Shares are or shall be duly registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(c) Any Shares that are not registered under the Securities Act and the Exchange Act are or shall be issued or transferred in a transaction that is, or a series of transactions that are, exempt from the registration provisions under the Securities Act and the Exchange Act, and such Shares bear or shall bear the applicable restrictive legends. Upon any issuance or transfer of such Shares, the Company shall deliver to Equiniti a legal opinion in form and substance reasonably satisfactory to Equiniti.

Representations and Warranties of Equiniti.

(a) Equiniti represents and warrants to Company that (i) Equiniti is a limited liability trust company duly organized and validly existing pursuant to New York Banking Law; (ii) Equiniti has all requisite power and authority to enter into this Agreement and to perform the transactions contemplated hereby; (iii) the execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary action on the part of Equiniti; and (iv) this Agreement has been duly executed and delivered and is the legally valid and binding obligation of Equiniti, enforceable against Equiniti in accordance with the Agreement’s terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by principles (whether enforcement is sought by proceeding in equity or at law).

(b) Equiniti has compliance policies and procedures reasonably designed to prevent violations of applicable federal securities laws. Upon reasonable written advance notice and at the Company’s sole cost and expense, Equiniti agrees to reasonably cooperate with, make applicable personnel available during normal business hours, and furnish applicable information regarding such policies and procedures to the Company as may be reasonably requested in writing by the Company’s Chief Compliance Officer (the “CCO”) in order for the CCO to perform his or her duties, Additionally, upon reasonable written advance notice of the CCO and at the Company’s sole cost and expense, Equiniti agrees to provide a summary of the procedures and updates thereto relating to the Services, as applicable to the CCO concerning the Company’s compliance with applicable laws and regulations. Notwithstanding anything contained herein to the contrary, the Company agrees that (i) its review of the applicable policies and procedures and requests in connection therewith shall not unreasonably interfere with the business of Equiniti’s personnel and (b) it shall keep all information obtained during any such review confidential pursuant to and in accordance with Section 10.

Reliance.

(a) Equiniti shall be entitled to assume the validity of the issuance, presentation or transfer of a Stock Certificate, the genuineness of any endorsement(s), the authority of its presenter(s), or the collection or payment of charges or taxes incident to the issuance or transfer of such Stock Certificate; provided, however, that Equiniti may delay or decline to issue or transfer a Stock Certificate if it determines in good faith and in its sole discretion that it is in the Company’s and/or Equiniti’s best interests to receive evidence or written assurance of the validity of the issuance, presentation or transfer of the Stock Certificate, the authority of its presenter(s) or the collection or payment of any charges or taxes relating to the issuance or transfer.

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(b) For the avoidance of doubt, Equiniti shall not be responsible for any transfer or issuance of Shares that has not been effected by Equiniti.

(c) Equiniti may reasonably rely on, and shall be protected and incur no liability in acting or refraining from acting in reliance upon: (i) any writing or other instruction, including, but not limited to, oral instruction, certificate, wire instruction, instrument, opinion, notice, letter, stock power, affidavit or other document or security, received from any Person (as defined below) it reasonably believes in good faith to be an authorized officer, agent or employee of the Company, unless the Company has advised Equiniti in writing that Equiniti must act and rely only on written instructions of certain authorized officers of the Company; (ii) any statement of fact contained in any such writing or instruction which Equiniti reasonably believes in good faith to be accurate; (iii) the authenticity and genuineness of any signature (manual, facsimile or electronic) appearing on any writing, including, but not limited to, any certificate, wire instruction, instrument, opinion, notice, letter, stock power, affidavit or other document or security; and (iv) the conformity to original of any copy. Equiniti may act and rely on the advice, opinions or instructions received from the Company’s legal counsel. In the event that the Company or its legal counsel is unavailable or does not respond to Equiniti’s requests for legal advice, Equiniti may seek the advice of Equiniti’s own legal counsel (including its internal legal counsel), and Equiniti shall be entitled to act and rely on the advice, opinion or instruction of such counsel, which shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by Equiniti pursuant to such advice, opinion or instruction. Without limiting the foregoing, Equiniti shall be entitled to use and rely upon any instructions reasonably believed in good faith to be instructions of the Company without responsibility for independent verification thereof and shall not assume responsibility for the accuracy or completeness of such instructions.

(d) Equiniti may reasonably rely on, and shall be protected and incur no liability in acting or refraining from acting in reliance upon: (i) any writing or other instruction reasonably believed by Equiniti in good faith to have been furnished by or on behalf of a Shareholder, including, but not limited to, any oral instruction, certificate, wire instruction, instrument, opinion, notice, letter, stock power, affidavit or other document or security; (ii) any statement of fact contained in any such writing or instruction which Equiniti reasonably believes in good faith to be accurate; (iii) the apparent authority of any Person to act on behalf of a Shareholder as having actual authority to the extent of such apparent authority; (iv) the authenticity and genuineness of any signature (manual, facsimile or electronic) appearing on any writing, including, but not limited to, any certificate, wire instruction, instrument, opinion, notice, letter, stock power, affidavit or other document or security; and (v) on the conformity to original of any copy. Equiniti is authorized to reject any transfer request that fails to satisfy Equiniti’s internal procedures relating to the transfer of Shares. Without limiting the foregoing, Equiniti shall be entitled to use and rely upon any instructions reasonably believed in good faith to be instructions of a Shareholder or its representatives without responsibility for independent verification thereof and shall not assume responsibility for the accuracy or completeness of such instructions.

(e) Equiniti may reasonably rely on, and shall be protected and incur no liability in acting or refraining from acting in reliance upon: (i) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable signature guarantee program or insurance program; or (ii) any instructions received through the Depository Trust Company’s Direct Registration System/Profile service.

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(f) Equiniti shall promptly notify the Company upon receipt of a Stock Certificate that is not reflected in Equiniti’s records. If the Company and Equiniti are unable to account for such Stock Certificate, within sixty (60) days of such determination, the Company shall in its sole discretion (a) increase the number of issued Shares or (b) acquire and cancel a number of Shares to account for such Stock Certificate.

6. Standard of Care. Equiniti shall exercise reasonable care and diligence in performing the Services and carrying out its other duties and obligations under this Agreement in accordance with generally accepted industry practice for the industry in which the Services are to be provided. Equiniti shall be liable to the Company for losses, liabilities or expenses incurred as a result of Equiniti’s gross negligence, bad faith, or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment); provided that such liability shall not exceed two times (2x) the aggregate amount of all Service Fees paid under this Agreement during the twelve-month period immediately prior to the date of occurrence of the circumstances giving rise to such liability.

7. Lost, Stolen or Destroyed Certificates. Equiniti shall not be obligated to issue a replacement certificate for any Stock Certificate reported to have been lost, stolen or destroyed, unless Equiniti shall have received from the applicable Shareholder: (a) an affidavit of loss; (b) an indemnity bond in form and substance reasonably satisfactory to Equiniti; and (c) payment of all applicable processing fees; provided that, upon the Company’s written request, Equiniti may, in its sole discretion, accept an indemnification letter from the Company in lieu of an indemnity bond.

Unclaimed Property.

(a) To the extent required by applicable unclaimed property laws or if requested by the Company, Equiniti will provide, or cause to be provided, unclaimed property reporting services for unclaimed property that may be deemed abandoned or otherwise subject to unclaimed property law. Such services may include (without limitation) (i) identification of unclaimed or abandoned property, (ii) preparation of unclaimed or abandoned property reports, (iii) delivery of unclaimed or abandoned property to the applicable state unclaimed property departments, (iv) completion of required due diligence notifications, (v) responses to inquiries from Shareholders relating to unclaimed or abandoned property, and (vi) such other services as may reasonably be necessary to comply with unclaimed property laws or regulations. The Company shall assist and cooperate with Equiniti as reasonably necessary in connection with the performance of the services described in this Section. Equiniti shall assist the Company in responding to (x) inquiries from state unclaimed property departments regarding reports filed by or on behalf of the Company or (y) requests for the confirmation of names of owners of unclaimed or abandoned property.

(b) The Company acknowledges and agrees that Equiniti may use a shareholder locating service provider (the “Locating Service Provider”) to locate and contact Shareholders (or their surviving relatives, joint tenants or heirs, as applicable) to assist them in preventing the escheatment of applicable Shares and related unclaimed or abandoned property. The Company shall not be charged by Equiniti or the Locating Service Provider for such services. The Locating Service Provider shall inform the Shareholders that they may elect (x) to contact Equiniti at no charge other than at Equiniti’s applicable fees or (y) to utilize the services of the Locating Service Provider for a fee, which shall not exceed the maximum fee allowed under the applicable state’s unclaimed property rules.

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9. Books and Records. The books and records pertaining to the Company that are in the possession or under the control of Equiniti shall be the property of the Company. Such books and records shall be prepared, preserved and maintained as required by applicable federal securities laws, rules and regulations. Upon the reasonable written request of the Company and at the Company’s expense, Equiniti shall make available to the Company and any authorized officer of the Company (a) copies of any such books and records; (b) during normal business hours, reasonable access to the part of the facility that is utilized by either Equiniti or a third party to maintain and store the books and records of the Company; and (c) during normal business hours, reasonable access to employees of Equiniti and any third party providing the Services on behalf of Equiniti. Notwithstanding the foregoing, Equiniti shall be entitled to destroy or otherwise dispose of records belonging to the Company in accordance with Equiniti’s standard document and record retention practices and/or procedures, provided that such practices and procedures are consistent with applicable law and Equiniti’s obligations to the Company set forth hereunder.

Confidentiality.

(a) “Confidential Information” means, as to the Disclosing Party (as defined below) and, if applicable, its Affiliates: (i) information concerning the business of the Disclosing Party and, if applicable, its Affiliates (including, without limitation, business, financial, technical, and other information marked or designated by such Party as “confidential” or “proprietary”, historical financial statements, financial projections and budgets, audits, tax returns and accountants’ materials, historical, current and projected sales, capital spending budgets and plans, business plans, strategic plans, marketing and advertising plans, publications, and customer agreements); (ii) information that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential; (iii) information, including account information, relating to the shareholders of the Disclosing Party; and (iv) all notes, analyses, compilations, studies, summaries and other material prepared by the Receiving Party (as defined below), its Affiliates, employees, agents, and representatives containing or based, in whole or in part, on any or all of the foregoing; provided that Confidential Information shall not include any information that (x) is or becomes (through no improper action or inaction of the Receiving Party) generally available to the public; (y) was rightfully disclosed to the Receiving Party by a third party without a breach of any confidentiality obligations hereunder; or (z) was independently developed by the Receiving Party without reference to or use of any Confidential Information.

(b) “Affiliates” means, as to a specified Person, another Person that directly, or indirectly, controls or is controlled or is under common control with the specified Person; “Person” means any corporation, limited liability company, partnership or other legal entity; and “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “controlled” shall have corresponding meanings.

(c) Each Party (the “Receiving Party”) acknowledges that it may acquire or have access to Confidential Information of the other Party (the “Disclosing Party”) in connection with the Services or this Agreement. The Receiving Party shall not disclose Confidential Information to any other Person, and shall not use Confidential Information for any purposes other than in connection with the performance of its obligations under this Agreement; provided that the Receiving Party shall be permitted to disclose Confidential Information (i) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law or compulsory legal process based on the advice of counsel (in which case the Receiving Party agrees, to the extent practicable and not prohibited by applicable law, to inform the Disclosing Party promptly thereof prior to disclosure and to cooperate in seeking protective orders or confidential treatment, if requested; provided, however, that this clause shall not require Equiniti to notify the Company of its receipt of any subpoena, summons, or other legal process relating to wage garnishment, tax levy or domestic matter proceedings filed against or by a Shareholder not involving the Company); or (ii) upon the request or demand of any regulatory authority having jurisdiction over the Receiving Party (in which case the Receiving Party agrees, to the extent practicable and not prohibited by applicable law, to inform the Disclosing Party promptly thereof prior to disclosure and to cooperate in seeking protect orders or confidential treatment, if requested). The Receiving Party shall safeguard the Confidential Information to the same extent that it safeguards its own confidential information of a like nature and in any event with not less than a reasonable degree of care.

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(d) Upon the termination of this Agreement or upon the Disclosing Party’s written request, the Receiving Party shall, at the Disclosing Party’s option, either destroy or return to the Disclosing Party any and all of the Confidential Information, written or other materials derived from the Confidential Information, and copies thereof, and shall delete and purge permanently all copies and traces of the same from any storage location and/or media to the extent reasonably or technically possible. The Receiving Party shall, within fifteen (15) days from the termination of this Agreement or such request, provide the Disclosing Party with a certificate signed by an authorized officer of the Receiving Party confirming that the Receiving Party has fulfilled its obligations under this clause. Notwithstanding the foregoing, the Receiving Party may keep a copy of the Confidential Information to the extent that such retention is required by applicable law or in accordance with the Receiving Party’s bona fide internal record retention policies and procedures; provided that the Recipient shall continue to be bound by its confidentiality obligations hereunder.

(e) Reserved.

Termination.

(a) Either Party may terminate this Agreement if the other Party breaches any material provision herein and either the breach cannot be cured or, if the breach can be cured, it is not cured by the breaching Party within 45 days after the breaching Party’s receipt of written notice of such breach (the “Cure Period”). If the Company is the breaching Party, then, during the Cure Period, upon written notice to the Company, Equiniti may suspend the Services without terminating the Agreement. During the period of suspension of Services, Equiniti shall have no obligation to act as Transfer Agent, it being understood that such suspension shall not affect Equiniti’s rights and remedies hereunder.

(b) Either Party may terminate this Agreement, effective upon written notice to the other Party, if the other Party (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) business days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Subject to Section 11(g), either Party may terminate this Agreement upon 30 days’ advance written notice. Such termination shall become effective upon the date specified in the written notice. The Company’s obligation to pay all amounts due Equiniti, including any outstanding fees and expenses relating to the services provided hereunder through the termination of this Agreement, shall survive termination of this Agreement.

(d) Either Party may terminate the Enhanced Ownership Intelligence Services (as defined in Schedule 1) on each anniversary date of the Effective Date by providing written notice to the other Party at least sixty (60) days prior to such anniversary date.

(e) The Company acknowledges that Equiniti is required to perform a “know-your-customer” review of the Company from time to time pursuant to applicable anti-money laundering rules and regulations, including without limitation the Patriot Act, and Equiniti may terminate this Agreement, effective upon written notice to the Company, if Equiniti determines in its sole discretion that the Company has failed such “know-your-customer” review.

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(f) The expiration or termination of this Agreement, for any reason, shall not release either Party from any obligation or liability to the other Party, including any payment and delivery obligation, that (i) has already accrued hereunder; (ii) comes into effect due to the expiration or termination of the Agreement; or (iii) otherwise survives the expiration or termination of this Agreement. Following the termination of this Agreement, Equiniti shall promptly invoice the Company for any outstanding Service Fees and Expenses due and owing under this Agreement, and the Company shall pay all such Service Fees and Expenses to Equiniti in accordance with the payment terms set forth in this Agreement.

(g) If the Company terminates this Agreement pursuant to Sections 2, or 11(a), then the Company shall pay to Equiniti (i) all amounts outstanding under this Agreement as of the date of such termination, (ii) Equiniti’s then-customary fees for Record Transfer Services, and (iii) any bank of other third-party fees or charges (e.g., for cancellation of outstanding checks). If the Company terminates this Agreement for any reason other than pursuant to Sections 2, or 9(a), then the Company shall pay to Equiniti (w) all outstanding Service Fees and Expenses as of the date of such termination, (x) an amount equal to 75% of the Service Fees that would otherwise have accrued during the remainder of the then-current Term, (y) Equiniti’s then-customary fees for Record Transfer Services, and (z) any bank of other third-party fees or charges (e.g., for cancellation of outstanding checks).

Dividend Disbursement.

(a) Equiniti, when appointed the Company’s dividend disbursing agent by resolution of the Company, will effect the payment of dividends for the Shares to the Shareholders entitled to receive such dividends, upon (i) receipt of written notice from an authorized officer of the Company advising Equiniti of a declaration of a dividend and the record date for the dividend; and (ii) the payment to Equiniti of the necessary funds with which to pay the dividend, in currently available funds at least two (2) business days before the applicable dividend payment date.

(b) The Company shall deposit funds with Equiniti, such that the collected balance available to Equiniti is sufficient to cover the amount of the dividend to be paid. Neither Party intends Equiniti to make a loan to the Company. Equiniti shall have no obligation to pay the dividend until the Company has provided sufficient collected and immediately available funds to Equiniti.

(c) All funds received by Equiniti for distribution on behalf of the Company shall, if so requested by the Company in writing, be deposited by Equiniti in a segregated bank account.

Limitations on Liability.

(a) To the fullest extent permitted by applicable law, no Party shall be liable to any other Party on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings).

(b) Equiniti’s liability arising out of or in connection with this Agreement or the Services shall not exceed the aggregate amount of all Service Fees paid under this Agreement during the twelve-month period immediately prior to the date of occurrence of the circumstances giving rise to such liability.

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Indemnity.

(a) The Company hereby agrees to indemnify and hold harmless Equiniti and its Affiliates and its and their officers, directors, employees, advisors, agents, other representatives and controlling persons (each, an “Equiniti Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Equiniti Indemnified Person may become subject arising out of or in connection with this Agreement and the Services or any claim, litigation, investigation or proceeding relating to any of the foregoing (each, a “Proceeding”), regardless of whether any such Equiniti Indemnified Person is a party thereto and to reimburse each such Equiniti Indemnified Person upon demand for any reasonable, documented legal or other out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing by one counsel to the Equiniti Indemnified Persons taken as a whole and, in the case of a conflict of interest, one additional counsel to the affected Equiniti Indemnified Persons taken as a whole; provided that the foregoing indemnity shall not, as to any Equiniti Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent they have resulted from the willful misconduct, bad faith, fraud or gross negligence of such Equiniti Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision).

(b) Equiniti hereby agrees to indemnify and hold harmless the Company and its Affiliates and its and their officers, directors, employees, advisors, agents, other representatives and controlling persons (each, a “Company Indemnified Person” and together with the Equiniti Indemnified Persons, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Company Indemnified Person may become subject arising out or incurred as a result of Equiniti’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction), regardless of whether any such Company Indemnified Person is a party thereto or whether a Proceeding is brought by a third party or by Equiniti or any of its Affiliates, and to reimburse each such Company Indemnified Person upon demand for any reasonable, documented legal or other out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing.

(c) Equiniti agrees to notify the Company promptly of the assertion of any Proceeding against any Indemnified Person; provided, however, failure to provide such notice shall not adversely affect any Indemnified Person’s right to indemnification hereunder unless the Company is actually prejudiced by such failure. At the Company’s election, unless there is a conflict of interest, the defense of the Indemnified Persons shall be conducted by the Company’s counsel. Notwithstanding the foregoing, Equiniti may employ separate counsel to represent it or defend Equiniti or an Indemnified Person in such Proceeding, and the Company will pay any reasonable, documented legal or other out-of-pocket expenses of counsel if Equiniti or such Indemnified Person reasonably determines, based on the advice of its legal counsel, that there are defenses available to Equiniti or such Indemnified Person that are different from, or in addition to, those available to the Company, or if an actual or potential conflict of interest between Equiniti or the Indemnified Person and the Company makes representation by the Company’s counsel not advisable; provided that, unless there is an actual or potential conflict of interest, the Company will not be required to pay the fees and expenses of more than one separate counsel for all Indemnified Persons in any jurisdiction in any single Proceeding. In any Proceeding the defense of which the Company assumes, the Indemnified Persons shall be entitled to participate in such Proceeding and retain its own counsel at such Indemnified Person’s own expense.

(d) An Indemnifying Party shall not be liable for any settlement of any Proceedings effected without its consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with such written consent or if there is a final judgment for the plaintiff in any such Proceedings, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with clause (a) or (b), as applicable, above. An Indemnifying Party shall not, without the prior written consent of an Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement or consent to the entry of any judgment of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person, unless (i) such settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified Person from all liability on claims that are the subject matter of such Proceedings and (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

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Force Majeure.

(a) Equiniti shall not be liable for failure or delay in the performance of the Services if such failure or delay is due to causes beyond its reasonable control, including but not limited to Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), pandemic, epidemic, state of emergency, war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service or any other force majeure event.

(b) Equiniti shall establish and maintain a disaster recovery plan and back-up system at all times satisfying the requirements of all applicable laws, rules and regulations.

16. Notices. Any notice, report or payment required or permitted to be given or made under this Agreement by one Party to the other shall be in writing and addressed to the other Party at the following address (or at such other address as shall be given in writing by one Party to the other):

If to the Company:

Advanced Flower Capital Inc.

477 S. Rosemary Ave., Ste 301

West Palm Beach, FL 33401

Attention: Brandon Hetzel

Email: bhetzel@thetcg.com

With a copy to:

Dechert LLP

1900 K St NW

Washington, DC 20006

Attention: Matthew Barsamian, Esq.

Email: matthew.barsamian@dechert.com

If to Equiniti:

Equiniti Trust Company, LLC

28 Liberty Street, 53^rd^Floor

New York, NY 10005

Attention: Chief Operating Officer

Email: margot.jordan@equiniti.com

With a copy to:

Equiniti Trust Company, LLC

28 Liberty Street, 53^rd^Floor

New York, NY 10005

Attention: Legal Department

Email: LegalTeamUS@equiniti.com

- 10 -

Miscellaneous.

(a) The Company acknowledges and agrees that (i) nothing herein shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and (ii) the Company waives, to the fullest extent permitted by law, any claims that it may have against Equiniti for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that Equiniti shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim.

(b) This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without reference to its conflicts of law rules. It is agreed that any action, suit or proceeding arising out of or based upon this Agreement shall be brought in the United States District Court for the Southern District of New York or any court of the State of New York of competent jurisdiction located in such District. Service of any process by registered mail addressed to each party at the respective address above shall be effective service of process against such party for any suit, action or proceeding brought in any such court. Each Party (i) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Services in any New York State court or in any such Federal court; (ii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court; and (iii) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO TRIALBY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS AGREEMENTOR THE PERFORMANCE OF ANY SERVICE HEREUNDER.

(c) The compensation, reimbursement, confidentiality, indemnification, jurisdiction, governing law, and waiver of jury trial provisions contained herein shall remain in full force and effect regardless of the termination of this Agreement. No amendment or waiver of any provision hereof shall be effective unless in writing and signed by the Parties and then only in the specific instance and for the specific purpose for which given. This Agreement is the only agreement between the Parties with respect to the matters contemplated hereby and sets forth the entire understanding of the Parties with respect thereto. This Agreement and the obligations hereunder of each Party shall not be assignable by such Party without the prior written consent of the other Party (such consent not to be unreasonably withheld, delayed or conditioned); provided that Equiniti may assign this Agreement or any rights granted hereunder, in whole or in part, to (i) its Affiliates in connection with a reorganization or (ii) a Person that acquires all or substantially all of the business or assets of Equiniti whether by merger, acquisition, or otherwise.

(d) This Agreement may be amended or modified only by a written document authorized, executed and delivered by the Company and Equiniti. Such document may be in the form of a resolution of the Company adopting a written amendment approved by Equiniti.

(e) This Agreement may be executed in any number of counterparts and by different Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or in “.pdf” or “.tif” form shall be effective as delivery of a manually executed counterpart of this Agreement. If any provision of this Agreement shall be held illegal or invalid by any court, this Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an agreement between the Parties to the fullest extent permitted by law.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed as of the date first above written.

EQUINITI TRUST COMPANY, LLC			ADVANCED FLOWER CAPITAL INC.
By:	/s/ Matthew Paseka		By:	/s/ Gabriel Katz
	Name:	Matthew Paseka		Name:	Gabriel Katz
	Title:	Head of Relationship Management		Title:	Chief Legal Officer

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Schedule 1

Services

Capitalized terms used herein and not defined have the meaning ascribed to such terms in the Agreement. Unless otherwise noted, Equiniti will provide the following services:

ACCOUNT MAINTENANCE AND RECORDKEEPING

●	Open new accounts, consolidate and close Shareholder accounts
●	Annual record storage services (subject to an additional fee)
●	Maintain all Shareholder accounts
●	Process address changes, including seasonal addresses
●	Place, maintain and remove stop transfers
●	Post all debit and credit certificate transactions
●	Perform social security solicitation
●	Handle shareholder and broker inquiries, including internet correspondence
●	Respond to requests for audit confirmations
●	Monthly report for all classes of securities in Microsoft Word and HTML formats (Excel format is subject to an additional fee)

STOCK AUDIT / CONTROL BOOK FUNCTIONS

●	Maintain accurate records of outstanding Shares
●	Respond to requests for audit confirmations (subject to an additional fee)
●	Provide web access to the total outstanding Share balances

CERTIFICATE AND SECURITY ISSUANCE FUNCTIONS

●	Process all routine transfers
●	Post all debit and credit certificate transactions
●	Issue Stock Certificates

Sch. 1-1

●	Create book entry Direct Registration System (“DRS”) positions
●	Participate in the DRS profile system, allowing broker “sweeps” of registered positions
●	Interface electronically with DTC/CEDE & CO.
●	Mail newly-issued certificates/DRS advices to Shareholders
●	Replace lost or stolen Stock Certificates upon Shareholder request
●	Issue and register all Stock Certificates
●	Issue shares upon exercise of stock options.
●	Process legal transfers and transactions requiring special handling
●	Provide, upon request, access to daily reports of processed transfers

REPORTING

●	Furnish, upon request, unlimited Shareholder list, sorted by Company-designated criteria

LISTS AND MAILINGS

●	Enclose multiple proxy cards to same household in one envelope, if applicable (subject to an additional fee)
●	Monitor and suppress undeliverable mail until correct address is located
●	Furnish shareholder lists, in any sequence
●	Provide geographical detail reports of all stocks issued/surrendered over a specific period
●	Provide mailing labels

WEB-BASED ORIGINAL ISSUANCE (OI) / DWAC SYSTEM^1^

●	Facilitate Deposit/Withdrawal At Custodian (“DWAC”) and original issuances initiated from the Company’s desktop via Internet
●	Accept files for original issuances
●	Allow multiple requests to be submitted on the same form at the same time
^1^	Please note that Equiniti does not charge a fee for DWAC processing but that the broker may charge fees incurred from receipt of Shares.
---	---

Sch. 1-2

●	Notify the Company via email when matching broker instructions have not been received
●	Provide designated brokers the ability for brokers to log into the system and track the status of Company-submitted items
●	Report daily and monthly transactions via e-mail
●	Enforce built-in security procedures

TECHNOLOGY AND INTERNET ACCESS

●	Retrieve account information (including outstanding Stock Certificates and checks) 24 hours a day, 7 days per week
●	Review frequently asked questions, including transfer requirements and corporate actions data
●	Download forms (e.g., affidavit of domicile, form W8/W9, letters of transmittal and stock power)
●	Change account addresses
●	Replace lost, stolen or uncashed checks
●	Replace lost, stolen or non-received Stock Certificates
●	Obtain a duplicate Form 1099
●	Sign up for electronic delivery (e.g., for proxy materials)
●	Request a certificate for shares held in book-entry or plan form
●	Enroll to have dividends directed toward purchase of additional Shares
●	Send e-mail inquiries concerning Shareholder’s account, or conduct an online chat session with one of Equiniti’s customer service representatives

SHAREHOLDERS VIA THE INTERACTIVE VOICE RESPONSE (“IVR”)

●	Obtain account-specific information, including account balance
●	Execute plan transactions, including sales and certification requests
●	Request a duplicate Form 1099, with delivery via mail or fax
●	Request a transfer package via mail or fax
●	Request forms to effect address changes, check replacements, Stock Certificate replacements and direct deposit enrollments
●	Obtain information pertaining to current corporate actions or other significant Company events

Sch. 1-3

SHAREHOLDER (INQUIRIES)

●	Distribute “welcome” material to new Shareholders (may incur reimbursable expenses)
●	Provide assistance to Shareholders related to their securities holdings as they initiate account inquiries or perform transactions, including guidance through common transactions and explanations for transaction rejections and the corrective steps required to complete their request
●	Provide 24/7 account access via the internet and IVR telephonic system
●	Provide toll-free number for Shareholder-initiated telephone inquiries to Equiniti’s call center
●	Oversee the fulfillment process for potential investors (if applicable)

ISSUER CENTRAL^®^ CLIENT INTERNET PORTAL^2^

●	Access for authorized end-users to the Issuer Central transfer agent portal, which includes the following functionalities:
○	View and download detailed Shareholder data, including name, address of record, account number(s), number of Shares held in certificate and book-entry form, treasury shares, historical dividend-related information and cost basis reporting information
---	---
○	Insiders and other named directors & officers
○	Domestic and foreign tax certification summary
○	Plan/dividend elections summary
○	Abandoned property and escheatment detail
○	Uncashed check summary
○	Obtain total outstanding Share balances
○	Utilize Equiniti’s reporting and subscription tools to access or generate comprehensive reports in a real-time environment, with immediate e-mail notification
○	Issue stock options and effect delivery through the DWAC system
○	Update company profile and corporate information
^2^	Access to Issuer Central is subject to each end user’s acceptance of the Click Through Subscription Agreement then in-effect.
---	---

Sch. 1-4

ENHANCED ISSUER CENTRAL WITH OWNERSHIP INTELLIGENCE (the “Enhanced Ownership Intelligence Services”)

●	Technical and analyst support services during standard business hours
●	Onboarding session (up to 2 hours) – orientation, profile setup and home page customization
---	---
●	License for Enhanced Issuer Central functionality, which includes:
---	---
○	Institutional Ownership
---	---
○	Near Real-Time (Intra-Filing)
○	Top 100 Shareholders
○	5% Shareholders
○	Section 16 Insider Tracking/Reporting
○	Peer Investor Tracking Analysis
○	Historical Investor Tracking Analysis
●	Intelligence on Historical Behavior by Proxy Advisor Influencers
---	---

CONTROL BOOKS TRACKING

●	Receive daily emails of control books information
●	Review current transactions affecting the number of outstanding Shares in a Company-specified date range
---	---

PROXY CENTRAL

●	Proxy reports (either summarized or detailed) by proposal
●	Voting status on the 50 largest accounts
---	---
●	Shareholders attending the Company annual meeting
---	---
●	DTC position listing
---	---
●	Broker voting detail
---	---

ANNUAL SHAREHOLDER MEETING

●	Process proxy votes for routine/non-routine meetings of the Company
●	Imprint Shareholders’ name on proxy cards
---	---

Sch. 1-5

●	^3^Mail material to Shareholders
●	Prepare and transmit daily proxy tabulation reports to the Company by email
---	---
●	Provide certified Shareholder list in hard copy if requested
---	---
●	Facilitate proxy distribution mailing
---	---

DIVIDEND DISBURSEMENT

●	Confirm in writing that the dividend notice was received
●	Prepare and calculate dividend payments
---	---
●	Coordinate dividend checks and enclosures (if applicable) mailing to the Shareholders
---	---
●	Furnish one copy of the dividend register, hard copy or CD-ROM (if requested)
---	---
●	Place stop payment orders on reported lost dividend checks
---	---
●	Issue replacement dividend checks/sales checks
---	---
●	Provide copies of paid dividend checks upon request (subject to an additional fee)
---	---
●	Report annual dividend income to Shareholders on applicable Form 1099
---	---
●	File annual tax information electronically to the Internal Revenue Service
---	---
●	Withhold and remit backup withholding taxes as required by the Internal Revenue Service
---	---
●	Withhold foreign tax and file foreign tax reports as required by the Internal Revenue Service
---	---
●	Maintain custody and control of all undeliverable checks and forward returned items to Shareholders upon confirmation of a current address
---	---
●	Mail year end tax information to plan participants and the Internal revenue Service.
---	---

UNCLAIMED PROPERTY

●	Analyze and identify unclaimed or abandoned property across each class of security (if applicable)
●	Prepare and distribute due diligence notices (may incur reimbursable expenses)
---	---
●	Prepare unclaimed or abandoned property reports (including null or negative reports, if applicable)
---	---
●	Deliver all unclaimed property and reports to the applicable jurisdictions
---	---
●	Respond to shareholder and state inquiries relating to unclaimed property filings
---	---
^3^	Please note that postage and processing fees will apply.
---	---

Sch. 1-6

Schedule 2

Fees

[Schedule of Fees Omitted]

Sch. 2-1

Exhibit 10.5

SERVICES AGREEMENT

THIS SERVICES AGREEMENT (the “Agreement”) is made effective as of December 31^st^, 2025 (the “Effective Date”), by and between PINE Advisors LLC (“PINE”), and Advanced Flower Capital Inc. (the “Client” or the “Fund”). PINE and Client are each referred to herein as a “Party,” and collectively, the “Parties.”

WHEREAS, Client intends to elect to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”), and its common stock is registered under the Securities Exchange Act of 1934, as amended (the “1934 Act”); and

WHEREAS, Client desires to retain PINE to perform the services referenced herein and wishes to enter into this Agreement in order to set forth the terms and conditions upon which PINE will render and implement the services specified herein.

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:

1.	Appointment and Delivery of Documents

(a) The Client hereby appoints, and PINE hereby agrees to provide, an employee of PINE, which employee shall be approved by the Board of Directors of the Client (the “Board”), including a majority of directors who are not “interested persons” (as that term is defined in Section 2(a)(19) of the 1940 Act) of the Client (“Disinterested Directors”) to serve as the Client’s Chief Compliance Officer (“CCO”) and Principal Financial Officer (“PFO” or “Principal Financial Officer”), each for the period and on the terms and conditions set forth in this Agreement.

(b) In connection therewith, the Client has delivered to PINE copies of, and shall promptly furnish PINE with all amendments of or supplements to: (i) the Client’s Articles of Amendment and Restatement, as amended, and Third Amended and Restated Bylaws (collectively, as amended from time to time, “Organizational Documents”); (ii) the Client’s current Registration Statement, as amended or supplemented, filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the 1934 Act (the “Registration Statement”); and (iii) all compliance policies, programs and procedures adopted by the Client. The Client shall deliver to PINE a certified copy of the resolution of the Board appointing the CCO and PFO hereunder and authorizing or ratifying the execution and delivery of this Agreement. In addition, the Client shall deliver, or cause to deliver, to PINE upon PINE’s reasonable request any other documents that would enable PINE to perform the services described in this Agreement.

2.	Duties of PINE.

(a) During the Term (as defined below), PINE agrees to provide to Client the services (the “Services”) set forth in Appendix A attached hereto, which is herein incorporated by reference, upon the terms and conditions hereinafter set forth.

(b) During the Term, PINE shall make available an employee of PINE who is competent and knowledgeable regarding the management and internal controls of business development companies such as Client to serve as Client’s Principal Financial Officer. PINE shall not remove the PFO or replace the PFO with an individual different than the individual first appointed without Client’s prior written consent.

(c) During the Term, PINE shall make available an employee of PINE who is competent and knowledgeable regarding establishing and maintaining compliance policies and procedures of business development companies such as Client to serve as Client’s Chief Compliance Officer (such individual being referred to herein as the “Chief Compliance Officer” or “CCO”), subject to the approval by the Board, including a majority of Disinterested Directors. PINE shall not remove the CCO with an individual different than the individual first appointed with Client’s prior written consent.

(d) The Services provided by PINE hereunder are not exclusive to Client. Nothing herein shall be deemed to limit or restrict the rights of PINE, PINE’s affiliates, or any of their respective directors, officers, managers, shareholders, members, employees, contractors, agents, or representatives (collectively, the “PINE Parties”) to provide similar or related services, or use similar or related processes and methods, to other persons (including potential competitors) during the Term.

(e) To the extent PINE is required or requested to maintain books and records pursuant to Appendix A and/or Applicable Laws (as defined below), such books and records shall be maintained in the manner and for the periods as are required by Applicable Law. All books and records pertaining to Client that are in the possession of PINE shall be the property of Client; provided, however, that PINE may at its option retain a copy of such records for internal and regulatory purposes. Client, or the Client’s authorized representatives, shall have access to such books and records at all times during PINE’s normal business hours. Upon the request of Client, PINE shall deliver a complete copy of such books and records to Client or the Client’s authorized representatives at Client’s expense; following its delivery of such books and records, PINE shall have no further responsibility to preserve or maintain such books and records; provided, however, that PINE will remain obligated to keep confidential any books and records retained by PINE for the purposes set forth previously in this Section 2(e).

Duties of Client. Client shall furnish PINE with any and all instructions, explanations, information, specifications and documentation deemed useful or necessary by PINE in the performance of the Services and shall give PINE prompt notice of any changes thereto. Client shall provide PINE with all documentation it needs to perform its duties and not withhold any material documents, facts or information, except to the extent Client is unable to disclose such documentation pursuant to Applicable Law. Client shall give timely instructions to PINE in regard to matters affecting the performance of the Services. Such instructions shall be in writing and may be sent via e-mail or by such other means as may be agreed upon from time to time by PINE and Client in writing. No oral instructions shall be accepted by PINE unless promptly confirmed in writing by Client. Client shall certify to PINE in writing the names and specimen signatures of persons authorized to give instructions hereunder. PINE shall be entitled to rely upon the identity and authority of such persons until it receives written notice from Client to the contrary. PINE shall be entitled to rely fully on the accuracy and validity of any and all instructions, explanations, information, specifications and documentation furnished to it by Client and shall have no duty or obligation to investigate or to review the accuracy, validity or propriety of such instructions, explanations, information, specifications or documentation.

Scope Limitations and Acknowledgements. With respect to the Services provided by PINE pursuant to this Agreement, Client acknowledges and agrees as follows:

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(a) Except as contemplated by Sections 2(b) and 2(c) above, the Services provided by PINE hereunder shall consist of advice and consulting services only. All actions taken pursuant to the advice provided by PINE shall be subject to the ultimate discretion, direction, and control of Client and its respective directors, officers, and employees (collectively, the “Client Parties”), and Client shall be exclusively responsible for all such decisions and actions. Except as specifically provided herein, Client assumes and shall be solely responsible for ensuring that Client’s business is in compliance with all laws, rules and regulations of governmental authorities having jurisdiction over Client, including, for the avoidance of doubt, U.S. securities and/or international tax laws and regulations, as applicable (“Applicable Law”).

(b) Subject to Section 4(f), no provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of PINE, and PINE is not hereby agreeing, to (A) provide investment advisory, sub-advisory or management services to Client or any of its affiliates, (B) furnish any advice or make any recommendations regarding the purchase or sale of securities or other instruments, or (C) render any opinions or recommendations of any kind with respect to purchasing or selling securities or other instruments or to perform any such similar services in connection with providing the Services hereunder.

(c) PINE is not a public accounting or auditing firm, is not a fiduciary of a public accounting or auditing firm, and the Services provided by PINE hereunder do not include any public accounting, audit, or tax services or advice. Client will rely solely on the accounting and tax advice of its own advisors.

(d) PINE is not a law firm and the Services provided by PINE hereunder do not include any legal services or legal advice. Because no attorney-client relationship exists between PINE’s attorneys and Client, any information provided to PINE or its attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances, in which case PINE shall provide Client prior notice of any such disclosure and cooperate fully with Client at Client’s sole cost, should Client desire to defend against such disclosure.

(e) Upon approval and appointment by Client’s Board, including a majority of Disinterested Directors, an employee of PINE shall serve as Client’s CCO and PFO and provide those Services as outlined in Appendix A. In doing so, PINE shall ensure requirements under applicable law and any applicable SEC regulatory requirements are met. PINE shall also provide any advice and recommendations to Client as is necessary to comply with those requirements, but all decisions in connection with the implementation of PINE’s advice and recommendations shall be and remain the sole and exclusive responsibility of the Client.

(f) The CCO and PFO shall be permitted to consult counsel at the cost of the Client relating to Client matters should such consultation become necessary. PINE will first consult legal and accounting counsel to the Client in such circumstances, and, if necessary, after prior notice to the Client, may consult other legal or accounting counsel at the cost of Client.

5.	Compensation; Reimbursement.

(a) In consideration for the Services to be performed hereunder by PINE, Client shall pay PINE the fees listed in Appendix B attached hereto within thirty (30) days after the date of Client’s receipt of an invoice, which shall be paid by Client monthly in advance of services rendered. Client understands and agrees that to the extent, subsequent to the execution of this Agreement, Client hires either internal or external resources to provide services duplicative of those listed in Appendix A hereto, such activity will in no way: (i) excuse any payment obligation of Client for fees due under this Agreement as detailed in Appendix B hereto, or (ii) affect in any way the terms of this Agreement unless this Agreement is terminated prior to the expiration of the Term in accordance with Section 12 below.

(b) During the Term, Client shall reimburse PINE for all reasonable and necessary travel and lodging expenses and other out-of-pocket expenses incurred by PINE in connection with the performance of the duties of the CCO and/or PFO hereunder upon presentation of appropriate receipts and other reasonable documentation as the Client may request.

(c) To the extent that Appendix B sets forth escalating fees by year, PINE’s fees will increase to the rates set forth on Appendix B for the applicable year effective as of January 1^st^ of the stated year. On January 1^st^ of each year subsequent to the year period(s) set forth on Appendix B (as applicable, the “Fee Adjustment Date”), the fees in effect for the previous calendar year shall be increased by an amount equal to the percentage increase in the US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled by the US Bureau of Labor Statistics (“CPI-U”), as published thirty (30) days prior to the Fee Adjustment Date, for the preceding twelve (12) month period. In the absence of CPI-U being published, the Parties shall agree in writing to use another index that most closely resembles CPI-U.

6.	Intellectual Property.

(a) All work product and other deliverables and materials that PINE creates in connection with performance of the Services (collectively, “Work Product”) shall be the property of Client, and Client shall have a right to copy and reproduce such Work Product and to provide it to others as required by Applicable Law or Client’s business. PINE hereby assigns all right, title and interest in and to all Work Product to Client. If requested, PINE will also execute and deliver to Client other documentation that Client reasonably requests to perfect or evidence its ownership in such Work Product.

(b) Notwithstanding any provision of this Agreement to the contrary, any and all know-how, routines, methodologies, processes, strategies, tools, technologies, advice, templates, inventions, software, programs, concepts, screen formats, report formats, interactive design techniques, patents, copyrights, trade secrets and other intellectual property rights created, adapted, developed, or used by PINE in its business generally that do not incorporate or require the use of Client’s Confidential Information (the “PINE Tools”), shall be and remain the sole property of PINE, and Client shall have no interest in or claim to the PINE Tools, except as necessary to receive, use, and exercise its rights with respect to Work Product that may incorporate or use the PINE Tools. In addition, notwithstanding any provision of this Agreement to the contrary, PINE shall be free to use any ideas, concepts, or know-how developed or acquired by PINE during the performance of this Agreement to the extent obtained and retained by PINE personnel as impression and general learning; provided that such impressions or general learning do not incorporate or require the use of Client’s Confidential Information. Nothing in this Agreement shall be construed to preclude PINE from using the PINE Tools in connection with servicing other unaffiliated clients and customers.

7.	Independent Contractor.

(a) PINE, the CCO, and PFO shall for all purposes be independent contractors of Client, not employees, and shall, except as otherwise expressly authorized in this Agreement, have no authority to act for or represent Client in any way. Nothing herein shall be construed to constitute PINE as the agent or employee of Client, or Client as the agent or employee of PINE, and neither party shall make any representation to the contrary. Employees and officers of PINE will not be employees or officers of Client or its affiliates; provided, however, that the CCO and PFO will be deemed to be officers of Client.

(b) Upon receipt of prior Client written consent and excluding the functions described in Section 2(c), PINE may delegate or subcontract any or all of its functions and responsibilities pursuant to this Agreement to one or more persons who agree to comply with the terms of this Agreement (each, a “Delegee”); provided that, in such event, except as provided in Appendix A, (i) the compensation of such Delegee shall be paid by, and be the sole responsibility of, PINE; and (ii) PINE shall not be relieved of any of its obligations under this Agreement in such event and shall be responsible for all acts of its Delegees to the same extent it would be for its own acts. Notwithstanding the foregoing, PINE shall, subject to Section 8 hereof, have no liability or responsibility whatsoever for any third-party services, products, hardware, software, information or materials selected or retained by, or at the direction of, Client.

8.	Standard of Care; Exculpation; Indemnification.

(a) PINE shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by PINE in writing. PINE shall use its best judgment and efforts and use reasonable care and prudence as similarly situated entities in rendering the Services contemplated by this Agreement.

(b) Notwithstanding anything in this Agreement to the contrary, PINE shall not be liable to the Client or any of its Stakeholders (as defined below) for any action or inaction of PINE relating to any event whatsoever in the absence of fraud, bad faith, Recklessness, Gross Negligence, Willful Misconduct, or breach of this Agreement by any of the PINE Parties. Further, PINE shall not liable to Client or any of the its Stakeholders for any action taken or failure to act in good faith reliance upon: (i) the advice and opinion of Client’s legal or tax counsel; (ii) any inaccurate, misleading, or incomplete information it receives from Client or Client’s authorized agents; and (iii) any certified copy of any resolution evidencing the corporate action of Client and its affiliates. For purposes of this Agreement, “Stakeholder” means the Client’s affiliates, and each of their respective officers, directors, shareholders, investors, beneficiaries, employees, agents, and representatives. “Recklessness” means that the Party actually knew its actions would likely result in substantial harm to the other Party; “Gross Negligence” means an act or failure to act which materially deviates from a reasonable course of conduct and which evinces a serious or substantial disregard of, or indifference to, the harmful consequences thereof; and “Willful Misconduct” means a wrongful, intentional act or failure to act with intentional disregard of the harm that could result thereof.

(c) PINE agrees to indemnify and hold harmless Client, its officers, directors, contractors, investment adviser, administrator, agents and employees (collectively, the “Client Parties”) against all damages, liabilities and costs, including reasonable attorneys’ fees, suffered or incurred by Client or the Client Parties in connection with any third-party claims against any of the Client Parties to the extent arising out of or related to the fraud, bad faith, Recklessness, Gross Negligence, Willful Misconduct, or breach of this Agreement by any of the PINE Parties or any agent, Delegee, or sub-contractor of PINE. Notwithstanding the foregoing, PINE shall not be required to indemnify any of the Client Parties if, prior to confessing any claim against the applicable Client Parties, the applicable Client Parties do not give PINE written notice of and reasonable opportunity to defend against the claim in its own name or in the name of the applicable Client Parties and PINE is actually prejudiced by such failure.

(d) Client agrees to indemnify and hold harmless the PINE Parties against all damages, liabilities and costs, including reasonable attorneys’ fees, suffered or incurred by any of the PINE Parties in connection with any third party claims against any of the PINE Parties relating to PINE’s performance of the Services pursuant to this Agreement; provided however, that nothing contained herein shall entitle any of the PINE Parties to indemnification with respect to any claim arising solely as a result the fraud, bad faith, Recklessness, Gross Negligence, Willful Misconduct, or material breach of this Agreement by any of the PINE Parties. Notwithstanding the foregoing, Client shall not be required to indemnify any of the PINE Parties if, prior to confessing any claim against the applicable PINE Parties, the applicable PINE Parties do not give Client written notice of and reasonable opportunity to defend against the claim in its own name or in the name of the applicable PINE Parties and Client is actually prejudiced by such failure.

9.	Representations and Warranties. Each Party represents and warrants to the other as follows:

(a) Such Party is duly organized and validly existing under the laws of the relevant jurisdiction and is in good standing and qualified to do business in each jurisdiction in which the nature or conduct of its business requires such qualification;

(b) Such Party has full power and authority and is permitted by applicable law to enter into this Agreement and to perform its duties and obligations pursuant to this Agreement;

(c) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;

(d) Such Party has and will at all times during the Term comply in all material respects with Applicable Law;

(e) Such Party has and shall at all times during the Term maintain policies of insurance reasonable and customary for its business;

(f) Such Party has obtained and will maintain in full force and effect during the Term, all registrations, filings, approvals, authorizations, consents, licenses or examinations required by any government, governmental authority or other regulatory agency necessary conduct its business; and,

(g) There is no administrative, civil or criminal proceeding pending or threatened against such party that is reasonably likely to have a material adverse effect on either Party’s business, reputation, financial condition, or ability to perform its obligations under this Agreement other than those that have been publicly disclosed.

The foregoing representations and warranties shall be continuing during the Term of this Agreement, and, if at any time any Party shall become aware of the occurrence of any event which could make any of the foregoing materially incomplete or inaccurate, such party shall promptly notify the other Party in writing of the occurrence of such event. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES DO NOT MAKE, AND HEREBY DISCLAIM, ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND NONINFRINGEMENT OF THIRD PARTIES’ RIGHTS.

10.	Confidentiality.

(a) During the Term and at all times thereafter, each Party agrees that: (i) it shall not use the Confidential Information (as defined below) of the other Party for any purpose other than the fulfillment of its duties and obligations under this Agreement; (ii) it shall not disclose the Confidential Information of the other Party to any person or organization other than the employees, contractors, consultants, agents, and representatives of the Parties that have a need to know the information in connection with the Services; (iii) it shall maintain commercially reasonable information security policies and procedures for protecting the Confidential Information of the other Party; and (iv) it shall promptly notify the other Party of any actual or suspected unauthorized use or disclosure of the other Party’s Confidential Information. Each Party further represents that each of its officers, directors, employees, contractors, consultants, agents and representatives is aware of such Party’s obligations pursuant to this Section and is subject to an obligation of confidentiality with respect to the Confidential Information of the other Party that is no less restrictive as the terms hereof.

(b) For purposes of this Agreement, “Confidential Information” means all nonpublic confidential and proprietary information of a Party and its respective affiliates, employees, customers, and investors, and includes without limitation, their technology, know-how, processes, trade secrets, contracts, proprietary information, historical and projected financial information, business strategies, operating data and organizational and cost structures, product descriptions, portfolio information, trading practices and strategies, security protocols, pricing information, and customer and vendor information (which includes, without limitation, names, addresses, telephone numbers, account numbers, demographic, financial and transactional information). Confidential Information does not include information that: (i) is in the public domain through no fault of or action the recipient Party; (ii) was rightfully available to recipient Party prior to its disclosure hereunder by the disclosing Party to the recipient Party; (iii) was independently developed by the recipient Party without any access to or use of the disclosing Party’s Confidential Information; or (iv) became rightfully available from any third party not known by the recipient Party to be under an obligation of confidentiality to the disclosing Party.

(c) If either Party becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information of the other Party, it may disclose such Confidential Information to the extent legally required; provided, however, that the Party that is legally compelled to disclose such information, unless prevented by regulatory authorities from doing so, shall (i) first notify the other Party’s officers and legal counsel of such legal process, unless such notice is prohibited by statute, rule or court order, (ii) attempt to obtain the other Party’s consent to such disclosure, and (iii) in the event consent is not given, agree to permit a motion to quash, or other similar procedural step, to frustrate the production or publication of information. In making any disclosure under such legal process, the Parties agree to use commercially reasonable efforts to preserve the confidential nature of such information. Nothing herein shall require any Party to fail to honor a subpoena, court or administrative order, or other legal requirement on a timely basis.

11.	Non-Solicitation.

(a) During the Term and for a period of twelve (12) months after the expiration or termination hereof, neither Party shall, directly or indirectly, either for itself or on behalf of any other firm, person or entity, solicit to employ, employ, or retain as a consultant or independent contractor any person who during the preceding twelve (12) month period was in the employment or a routine contractor of the other Party without the other Party’s prior written consent. Notwithstanding the foregoing, this Section shall not prohibit a Party hiring an employee or routine contractor of the other Party who answers any general advertisement or who otherwise voluntarily applies for hire without having been personally solicited by the restricted Party or its affiliates.

(b) PINE and Client acknowledge and agree that, due to the uniqueness of the Services to be provided by, and access of, their respective employees, and the confidential nature of the information such employees will possess, the covenants set forth herein are reasonable and necessary for the protection of their business and goodwill. PINE and Client expressly acknowledge the importance of the covenants set forth in this Section 11 and recognize that each of them would not enter into this Agreement and/or would not permit the access to its services, records or confidential information without the other’s consent hereto.

12.	Term; Termination.

(a) Unless sooner terminated in accordance with the remaining provisions of this Section, the term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months from the commencement of the Services, and thereafter shall be automatically extended for successive twelve (12) month terms unless a Party provides the other Party with a notice of non-renewal at least sixty (60) days prior to the end of the then-current Term. Not less than ninety (90) days prior to the expiration of the then-current Term, PINE will provide Client with written notice of any changes to the terms, fees and Services provided under this Agreement. If Client does not object in writing to such changes or provide PINE with a written notice of non-renewal at least sixty (60) days prior to the end of the then-current Term, the changes proposed by PINE shall be deemed to be accepted and adopted by Client, shall be deemed for all purposes to amend this Agreement in the manner set forth in PINE’s written notice, and shall become operative and effective on the first day of the applicable renewal Term. If Client timely objects in writing to such changes at least sixty (60) days prior to the end of the then-current Term, the Term of this Agreement shall not be extended and will expire at the conclusion of the then-current Term unless the Parties agree in writing to such renewal on mutually agreeable terms.

(b) This Agreement may be terminated prior to the expiration of the Term in the following circumstances:

i.	By mutual written agreement of the Parties at any time.
ii.	With respect to the Services provided by the CCO, and without penalty to either party, by the Fund’s Board, including a majority of Disinterested Directors. Should the Board terminate the Services of the individual approved to be CCO for any reason, PINE shall designate another qualified employee of PINE, subject to approval by the Board, including a majority of Disinterested Directors, to serve as temporary CCO at the compensation contemplated in Appendix B until a successor CCO is selected and approved by the Board, including a majority of Disinterested Directors.
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iii.	With respect to the Services provided by the PFO, and without penalty to either party, by the Fund’s Board on sixty (60) days’ prior written notice to PINE. Should the Fund’s Board terminate the Services of the individual appointed by PINE to serve as PFO for any reason, PINE shall have the right to designate another qualified employee of PINE, subject to ratification by the Board, to serve as temporary PFO at the compensation contemplated in Appendix B until a successor PFO is selected and approved by the Board.
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iv.	By a Party for cause if: (A) the other Party materially defaults in the performance of any of its duties or obligations under this Agreement (other than a Client payment default) and fails to substantially cure such default within fifteen (15) days after being given written notice of such default; (B) the other Party becomes insolvent, dissolves, goes into liquidation, bankruptcy or insolvency or if a receiver is appointed over any of such Party’s assets; or (C) the other Party engages or is alleged to have engaged in any activity or conduct that the terminating Party reasonably believes is a material violation of Applicable Law or would materially prejudice the business reputation of the terminating Party.
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v.	By PINE for cause if Client defaults in the payment when due of any amount due to PINE pursuant to this Agreement and fails to cure such default within fifteen (15) days after being given written notice of such payment default.
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(c) Upon a termination pursuant to this Section 12, Client will compensate PINE for Services actually provided through the effective date of any such termination within thirty (30) days of the effective date of such termination. Upon the expiration or earlier termination of this Agreement, PINE agrees to: (i) use reasonable efforts to assist Client, and any successor service provider(s) appointed by Client, in connection with the related transition of the Services to any such new service provider(s) or to Client internally, as applicable, which includes without limitation providing 15 hours of training services (or such amount of training as is deemed reasonably necessary and appropriate); and (ii) promptly return to Client any Confidential Information, including, without limitation, the books and records of Client. Any training and other services under this section shall be billed at an hourly rate of $250.

13.

Limitation of Damages. NOTWITHSTANDING ANY OTHER PROVISIONS HEREUNDER OR UNDER ANY STATUTES, NEITHER PARTY, NOR THEIR MEMBERS, SHAREHOLDERS, OFFICERS, DIRECTORS, OR EMPLOYEES, SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE (INCLUDING, WITHOUT LIMITATION, RELATED ATTORNEYS’ FEES), WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, WHETHER OR NOT FORESEEABLE, EVEN IF SUCH PARTY, ITS MEMBERS OR SHAREHOLDERS, OR ITS OFFICERS, DIRECTORS, OR EMPLOYEES HAVE BEEN ADVISED OR WERE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR PINE’S INDEMNIFICATION OBLIGATIONS HEREUNDER, WHICH ARE NOT LIMITED BY THIS PARAGRAPH, THE LIABILITY OF PINE TO CLIENT FOR ANY AND ALL CLAIMS RELATING TO THIS AGREEMENT OR SERVICES PROVIDED BY PINE HEREUNDER, WHETHER A CLAIM BE IN TORT, CONTRACT, OR ANY OTHER THEORY OF LAW, AND WHETHER BY STATUTE OR OTHERWISE, SHALL NOT, IN THE AGGREGATE, EXCEED THE TOTAL ANNUAL FEES ACTUALLY PAID BY CLIENT TO PINE UNDER THIS AGREEMENT.

14.

Miscellaneous.

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(a) Survival. The provisions of Sections 4, 6, 7, 8, 12, 13, and 14 shall survive the termination of this Agreement.

(b) Assignment. This Agreement shall bind, benefit and be enforceable by and against PINE and Client and, to the extent permitted hereby, each of their respective successors and assigns. Except as expressly contemplated herein, neither party hereto shall assign this Agreement or any of its rights hereunder without the other’s prior written consent.

(c) Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

(d) Dispute Resolution.

i.	If any dispute arises under this Agreement, including, without limitation, any claim or breach of any provision of this Agreement, any effort to enforce the terms of this Agreement, and any dispute as to the enforceability, or not, of this Section 14(d) (a “Dispute”), the Parties will use their best efforts to resolve such Dispute by good-faith negotiation and mutual agreement.
ii.	If the Dispute is not resolved within 20 days of the date on which the Dispute is first raised, the Parties may pursue all available equitable and legal remedies.
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(e) Waiver of Jury Trial. THE PARTIES HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION RELATED TO OR ARISING OUT OF THIS AGREEMENT. THE PARTIES EACH ACKNOWLEDGE THAT THE FOREGOING WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS UNDER THIS AGREEMENT. EACH PARTY FURTHER WARRANTS AND REPRESENTS THAT EACH HAS HAD THE OPPORTUNITY TO HAVE LEGAL COUNSEL REVIEW THE WAIVER. THE WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

(f) No Third-Party Beneficiaries. No person other than PINE and Client is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement; there are no third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any person other than Client (including without limitation its Stakeholders) any direct, indirect, derivative, or other rights against PINE, or (ii) create or give rise to any duty or obligation on the part of PINE (including without limitation any fiduciary duty) to any person other than Client, all of which rights, benefits, duties, and obligations are hereby expressly excluded.

(g) Force Majeure. Without in any way limiting the generality of the foregoing, neither party shall in any event be liable for, nor shall it be considered a breach by such party of this Agreement with respect to, any loss or damage arising from causes beyond its reasonable control, including, without limitation, cessation of Services or other obligations hereunder or any damages the other Party resulting therefrom as a result of any work stoppage, power or other mechanical failure, natural disaster, communications disruption including internet outage or outage of other networked environment), act of terrorism, fire, public health crisis, or other cause, similar to any of the foregoing, in the case of each of the foregoing, which was not within such party’s reasonable control (“Force Majeure Events”). In addition, to the extent any of PINE’s obligations hereunder are to oversee or monitor the activities of third parties, PINE shall not be liable for any failure or delay in the performance of PINE’s duties caused, directly or indirectly, by the failure of such third parties in performing their respective duties or cooperating reasonably and in a timely manner with PINE. If a Force Majeure Event prevents a Party from performing its obligations hereunder for more than twenty (20) consecutive days, then the Party not so prevented shall have the right to terminate this Agreement upon written notice to the other Party without prejudice. Notwithstanding any Force Majeure Events, PINE shall continue to provide the Services in Appendix A.

(h) Amendment; Waiver. Except as expressly provided hereunder, this Agreement shall not be amended except by a writing signed by the Parties hereto. No waiver of any provision of this Agreement shall be implied from any course of dealing between the Parties or from any failure by either party to assert its or his rights hereunder on any occasion or series of occasions.

(i) Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon (i) upon personal delivery to the Party to be notified; (ii) when sent by confirmed electronic mail if sent during normal business hours of the recipient, if not, then on the next day that is not a Saturday, Sunday, or statutory holiday in the State of Colorado; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Parties at their respective addresses below or at such other addresses as either Party may designate to the other Party in accordance with this paragraph.

To PINE:	To Client:
Derek Mullins	Gabriel Katz
c/o PINE Advisors LLC	c/o Advanced Flower Capital Inc.
501 S. Cherry Street, Suite 610	477 S. Rosemary Avenue, Suite 301
Denver, Colorado 80246	West Palm Beach, Florida 33401
Derek@pineadvisorsolutions.com	Gabe@Advancedflowercapital.com

(j) Severability. The invalidity or partial invalidity of any provision of this Agreement shall not invalidate the remainder thereof, and the remainder shall remain in full force and effect. If one or more of the provisions contained in this Agreement is held to be invalid, illegal, or otherwise unenforceable at law, such provision(s) shall be construed by the appropriate arbitral or judicial body by limiting or reducing it or them to make it or them valid, legal or otherwise enforceable to the maximum extent allowed with then applicable law.

(k) Integration. This Agreement embodies the entire agreement and understanding among the Parties relative to the subject matter hereof and supersede all prior agreements and understandings, oral or written, relating to such subject matter.

(l) Counterparts. This Agreement may be executed in several counterparts and as so executed shall constitute one agreement binding on the Parties hereto.

(m) Captions. The captions of the sections of this Agreement are for convenience of reference only, and in no way define, limit or affect the scope or substance of any section of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the Parties have each executed and delivered this Agreement with the intent that this Agreement be effective as of the Effective Date.

PINE:
PINE Advisors LLC
/s/ Derek Mullins	Date:	12/11/2025
Derek Mullins
Co-Founder and Managing Partner
CLIENT:
---	---	---
Advanced Flower Capital Inc.
/s/ Gabriel Katz	Date:	12/11/2025
Gabriel Katz
Chief Legal Officer and Secretary

APPENDIX A

Business DevelopmentCompany Principal Financial Officer (“PFO”) Services

BDC PFO Services

►	Provide a qualified individual to serve as the Client PFO
►	General oversight of the Client’s fund accounting agent,<br> third-party administrator, transfer agent and custodian and ensuring execution and timely delivery of financial filings and reporting<br> obligations of the Client.
---	---
►	Coordinate processing of expense payments and fees as prepared<br> by the administrator
---	---
►	Coordinate and review regulatory filings as prepared by the<br> administrator including 10-K, 10-Q, 8-K, and other filings, as required by the Investment Company Act of 1940 and the Securities<br> Exchange Act of 1934
---	---
►	Conduct Disclosure Control meetings in conjunction with financial<br> statement filings and develop and assist with disclosure control procedures.
---	---
►	Coordinate the Client’s annual audit
---	---
►	Sign off and certify 10-Q and 10-K filings
---	---
►	Review ASC 820 designations for each security for inclusion<br> in financial statements
---	---
►	Review and approve Client’s budgets and ongoing accrual<br> analysis as prepared by the administrator
---	---
►	Coordinate with the administrator and independent registered<br> public accounting firm on the review of periodic income distributions, capital gain distributions, excise tax requirements, tax extensions<br> and tax returns
---	---
►	Review and assist with the filing of the annual fidelity bond<br> (40-17G)
---	---
►	Attend and assist with monthly and ad-hoc fair valuation meetings<br> in accordance with Rule 2a-5
---	---
►	Coordinate the review of tender offers by the Company
---	---
►	Attend Board and Audit Committee meetings telephonically or<br> in person, with on-site visits as needed with reasonable travel expenses paid by the Client; and
---	---
►	Certify as PFO on such reports and filings as are required<br> by applicable law or regulations
---	---

Appendix A-1

BusinessDevelopment Company Chief Compliance Officer (“CCO”) Services

BDCCCO Services

►	Provide a qualified individual to serve as the Client CCO,<br> subject to approval by the Client’s Board, including a majority of Disinterested Directors
►	Drafting and ongoing updates of Client compliance policies<br> and procedures
---	---
►	Initial and ongoing testing of Client compliance policies<br> and procedures
---	---
►	Annual 38a-1 review and report of findings and quarterly reports<br> to the Board
---	---
►	Service provider oversight and periodic due diligence to ensure<br> adequate service levels and compliance procedures
---	---
►	Annual due diligence of the Adviser and Client service providers,<br> with on-site visits as needed with reasonable travel expenses paid by the Client
---	---
►	Attend annual Board meetings in person and quarterly board<br> meetings virtually, with on-site visits as needed with reasonable travel expenses paid by the Client
---	---
►	Incorporate any new or amended regulations into the Client<br> compliance policies and procedures as needed
---	---
►	Coordinate and serve as point contact for SEC exam of the<br> Client
---	---
►	Provide Client AML program and serve as AML Officer of the<br> Client; and
---	---
►	Administer and enforce the Client’s compliance program
---	---
*	PINE’s provision of these services shall not relievethe Fund’s Adviser of their primary responsibility with respect to fund portfolio compliance, and PINE shall not be held liablefor any act or omission of the Fund or the Adviser with respect to fund portfolio compliance.
---	---

Appendix A-2

APPENDIX B

[Schedule of Fees Omitted]

Appendix B-1

Exhibit99.1

Advanced Flower Capital Completes Conversion

to Business Development Company

WEST PALM BEACH, FL, January 5, 2026 – Advanced Flower Capital Inc. (Nasdaq: AFCG) (“AFC” or the “Company”) announced today that it has completed its previously announced conversion from a real estate investment trust (“REIT”) to a business development company (“BDC”) regulated under the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Conversion”), effective as of January 1, 2026.

“We thank our shareholders for their continued support in AFC as we complete this important milestone,” said Leonard M. Tannenbaum, CFA, Chairman of the Board of Directors. “We enter 2026 with a deep and compelling pipeline of investment opportunities under evaluation, which we believe will help position the Company to generate attractive risk-adjusted returns for our shareholders.”

The completion of the Conversion expands AFC’s investment flexibility to pursue opportunities beyond real estate-backed loans, including a broader universe of operating businesses, aimed at enhancing long-term shareholder value.

There is no impact on AFC’s Nasdaq listing, and the Company continues to trade under its existing ticker symbol, AFCG.

Additional details regarding the Conversion and certain related matters will be included in the Company’s Form 8-K filing with the U.S. Securities and Exchange Commission.

About Advanced Flower Capital

Advanced Flower Capital Inc. (Nasdaq: AFCG) (“AFC” or the “Company”) is a business development company specializing in loans to U.S. middle-market companies operating in the cannabis industry in states where medical and/or adult-use cannabis is legal, as well as companies ancillary to the cannabis industry and select companies outside of the cannabis industry. Businesses ancillary to the cannabis industry may include, but are not limited to, brand developers, business services providers, and equipment and consumables providers. Leveraging its management team’s deep network and significant credit, structuring, and industry-specific expertise, AFC originates, structures, underwrites and manages senior secured loans and other types of loans, typically ranging from approximately $10 million to over $100 million. The Company is externally managed by AFC Management, LLC (“Manager”) and is based in West Palm Beach, Florida. For additional information regarding the Company, please visit advancedflowercapital.com.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current views and projections with respect to, among other things, future events and financial performance. Words such as “believes,” “expects,” “will,” “intends,” “plans,” “guidance,” “estimates,” “projects,” “anticipates,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements, including statements about our future growth and strategies for such growth, are subject to the inherent uncertainties in predicting future results and conditions and are not guarantees of future performance, conditions or results. Certain factors, including the ability of our Manager to locate suitable loan opportunities for us, monitor and actively manage our loan portfolio and implement our investment strategy; management’s current estimate of expected credit losses and current expected credit loss reserve and other factors could cause actual results and performance to differ materially from those projected in these forward-looking statements. More information on these risks and other potential factors that could affect our business and financial results is included in AFC’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of AFC’s most recently filed periodic reports on Form 10-K, Form 10-Q and subsequent filings. New risks and uncertainties arise over time, and it is not possible to predict those events or how they may affect AFC. We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Investor Relations Contact

Robyn Tannenbaum

561-510-2293

ir@advancedflowercapital.com

Media Contact

Collected Strategies

Jim Golden / Jack Kelleher

AFCG-CS@collectedstrategies.com