0001628280-25-001935 Sample Contracts

AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 21st, 2025 • Sunrise Realty Trust, Inc. • Real estate investment trusts • New York

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of November 6, 2024 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), EAST WEST BANK, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), as joint lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Joint Lead Arranger”), and as joint book runner (in such capacity, together with its successors and assigns in such capacity, the “Joint Book Runner”), SUNRISE REALTY TRUST, INC., a Maryland corporation (“SUNS”), and SUNRISE REALTY TRUST HOLDINGS I LLC, a Delaware limited liability company (“SUNS Holdings I”, and together with SUNS and any other Person that joins this Agreeme

Shares SUNRISE REALTY TRUST, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 21st, 2025 • Sunrise Realty Trust, Inc. • Real estate investment trusts • New York

Sunrise Realty Trust, Inc., a Maryland corporation (the “Company”), and Sunrise Manager LLC, a Delaware limited liability company (the “Manager”), propose, subject to the terms and conditions stated herein, that the Company issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [●] shares of its Common Stock, par value $0.01 per share (the “Common Stock”). Such aggregate of [●] shares to be purchased from the Company by the Underwriters are called the “Firm Shares.” In addition, the Company has agreed to issue and sell to the Underwriters, upon the terms and conditions stated herein, up to an additional [●]1 shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” Raymond James & Associates, Inc. is acting as the representative of the several Underwriters and in such capacity is refer

AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 21st, 2025 • Sunrise Realty Trust, Inc. • Real estate investment trusts

This Amendment Number Two to Loan and Security Agreement (this “Amendment”) is entered into as of December 31, 2024 (the “Second Amendment Effective Date”), by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), EAST WEST BANK, administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), as joint lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Joint Lead Arranger”), and as joint book runner (in such capacity, together with its successors and assigns in such capacity, the “Joint Book Runner”), SUNRISE REALTY TRUST, INC., a Maryland corporation (“Existing Borrower”), and SUNRISE REALTY TRUST HOLDINGS I LLC, a Delaware limited liability company