REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 23rd, 2014 • Great Ajax Corp. • Real estate investment trusts • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 8, 2014, by and among (i) Great Ajax Corp., a Maryland corporation (together with any successor entity thereto, the “Company”), (ii) FBR Capital Markets & Co., a Delaware corporation, as the initial purchaser/placement agent (“FBR”) for the benefit of FBR, the purchasers of the Company’s common stock, $0.01 par value per share (the “Common Stock”), as participants (“Participants”) in the private offering by the Company of shares of its Common Stock, and the direct and indirect transferees of FBR and each of the Participants, (iii) the Management Holders (as defined below), and (iv) the other holders of the Registrable Shares named herein.
GREAT AJAX CORP. 2,265,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2016 • Great Ajax Corp. • Real estate investment trusts • New York
Great Ajax Corp., a Maryland corporation (the “Company”), Great Ajax Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and Thetis Asset Management LLC, a Delaware limited liability company (the “Manager”), each confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom Piper Jaffray & Co. (“Piper”) is acting as Representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company of 2,265,000 shares (the “Initial Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock set forth opposite the names of the Underwriters in Schedule I hereto, and (ii) the grant of the option described in Section 1(b) hereof to purchase all or any part of 339,750 additional shares of Common Stock (the “Option Shares”) fr
GREAT AJAX CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2017 • Great Ajax Corp. • Real estate investment trusts • New York
Great Ajax Corp., a Maryland corporation (the “Company”), Great Ajax Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and Thetis Asset Management LLC, a Delaware limited liability company (the “Manager”), each confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom Raymond James & Associates, Inc. and JMP Securities LLC are acting as Representatives (in such capacity, the “Representatives”), with respect to the issuance and sale by the Company of $20,500,000 principal amount of its 7.25% convertible senior notes due 2024 (the “Notes”), and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amount of the Notes set forth opposite the names of each of the Underwriters listed in Schedule I hereto. The Notes shall be convertible into shares of common stock, $0.01 par value per share, of the Company (the “Common Stock”), per $25.00 principa
AGREEMENT AND PLAN OF MERGER among ELLINGTON FINANCIAL INC., EF ACQUISITION I LLC and GREAT AJAX CORP. Dated as of June 30, 2023Merger Agreement • July 3rd, 2023 • Great Ajax Corp. • Real estate investment trusts • Maryland
AGREEMENT AND PLAN OF MERGER, dated as of June 30, 2023 (this “Agreement”), by and among Ellington Financial Inc., a Delaware corporation (“Parent”), EF Acquisition I LLC, a Maryland limited liability company and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), and Great Ajax Corp., a Maryland corporation (the “Company”).
GREAT AJAX CORP. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2015 • Great Ajax Corp. • Real estate investment trusts • New York
Great Ajax Corp. Common Stock (par value $0.01 per share) Amended and Restated At-the-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • March 15th, 2024 • Great Ajax Corp. • Real estate investment trusts • New York
REGISTRATION RIGHTS AGREEMENT BETWEEN GREAT AJAX CORP. AND RITHM CAPITAL CORP.Registration Rights Agreement • June 11th, 2024 • Great Ajax Corp. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 23, 2024 between Great Ajax Corp., a Maryland corporation (the “Company”), and Rithm Capital Corp., a Delaware corporation (the “Purchaser”).
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,...Warrant Agreement • June 15th, 2020 • Great Ajax Corp. • Real estate investment trusts • New York
This Warrant Certificate (this “Warrant Certificate”) certifies that ___________ or its registered assigns (the “Holder”), for value received, is the registered holder of such number of warrants (“warrants”) as is set forth in the electronic, book-entry records of American Stock Transfer & Trust Company, LLC, in its capacity as warrant agent for the warrants (the “Warrant Agent”). The warrants are exercisable for the purchase of shares of common stock, par value $0.01 per share (“Common Stock”), of GREAT AJAX CORP., a Maryland corporation (the “Company”), in accordance with the provisions of Section 1 hereof and the Warrant Agency Agreement, dated May 4, 2020 (the “Warrant Agreement”), by and between the Company and the Warrant Agent. This Warrant Certificate and the warrants represented hereby are issued pursuant to that certain Securities Purchase Agreement, dated as of April 3, 2020, as amended by Amendment No. 1, dated June 3, 2020, by and among the Company, Great Ajax Operating Pa
THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • May 6th, 2020 • Great Ajax Corp. • Real estate investment trusts • New York
Third Amended and Restated Management Agreement, dated as of April 28, 2020 (the “Agreement”), among Great Ajax Corp., a Maryland corporation (“Ajax”), Great Ajax Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership,” and together with Ajax and any current or future subsidiaries of Ajax, the “Company”), and Thetis Asset Management LLC, a Delaware limited liability company (the “Manager”).
AGREEMENT OF LIMITED PARTNERSHIP OF GREAT AJAX OPERATING PARTNERSHIP L.P. THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE...Limited Partnership Agreement • September 23rd, 2014 • Great Ajax Corp. • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of July 8, 2014 (the “Agreement”), is entered into by and among Great Ajax Operating LLC, a Delaware limited liability company, as the General Partner, and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in Great Ajax Operating Partnership L.P. (the “Partnership”) as provided herein.
GREAT AJAX OPERATING PARTNERSHIP L.P.,Indenture • August 26th, 2022 • Great Ajax Corp. • Real estate investment trusts • New York
THIS INDENTURE, dated as of August 26, 2022, is by and among Great Ajax Operating Partnership L.P., a Delaware limited partnership (the “Issuer”), Great Ajax Corp., a Maryland corporation (the “Parent Guarantor”), Great Ajax Operating LLC, a Delaware limited liability company (the “GP Guarantor”), Great Ajax II Operating Partnership L.P., a Delaware limited partnership (the “Subsidiary Guarantor” and together with the Parent Guarantor and the GP Guarantor, the “Guarantors”), and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2020 • Great Ajax Corp. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 7, 2020, by and among Great Ajax Corp., a Maryland corporation (the “Company”), and the purchasers set forth in Schedule A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
MANAGEMENT AGREEMENTManagement Agreement • June 11th, 2024 • Great Ajax Corp. • Real estate investment trusts • New York
This Management Agreement, dated as of June 11, 2024 (the “Agreement”), among Great Ajax Corp., a Maryland corporation (“Ajax”), Great Ajax Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership,” and together with Ajax and any current or future subsidiaries of Ajax, the “Company”), and RCM GA Manager LLC, a Delaware limited liability company (the “Manager”).
TERMINATION AGREEMENTTermination Agreement • October 20th, 2023 • Great Ajax Corp. • Real estate investment trusts
THIS TERMINATION AGREEMENT (this “Termination Agreement”), dated as of October 20, 2023, is made by and between Ellington Financial Inc., a Delaware corporation (“Parent”), and Great Ajax Corp., a Maryland corporation (the “Company”, each a “Party” and together the “Parties”). Unless otherwise indicated, each capitalized term used and not otherwise defined in this Termination Agreement has the meaning given to such term in the Merger Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 8th, 2020 • Great Ajax Corp. • Real estate investment trusts • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 7, 2020, among Great Ajax Corp., a Maryland corporation (the “Company”), Great Ajax Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), Thetis Asset Management LLC, a Delaware limited liability company (the “Manager”), and the purchasers set forth in Schedule I hereto (the “Purchasers”). Magnetar Xing He Master Fund Ltd. and Magnetar SC Fund Ltd. join this Agreement solely for purpose of Section 4.1 below.
WARRANT AGREEMENTWarrant Agreement • June 11th, 2024 • Great Ajax Corp. • Real estate investment trusts • New York
WARRANT AGREEMENT, dated as of April 23, 2024 (this “Agreement”), between Great Ajax Corp., a Maryland corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York (the “Warrant Agent” or “Equiniti”).
CREDIT AGREEMENT dated as of February 26, 2024 among GREAT AJAX CORP., as Borrower, NIC RMBS LLC, as Sole Lender and NIC RMBS LLC, as Administrative Agent and Collateral AgentCredit Agreement • February 27th, 2024 • Great Ajax Corp. • Real estate investment trusts • New York
CREDIT AGREEMENT dated as of February 26, 2024, among GREAT AJAX CORP., a Maryland corporation (the “Borrower”), NIC RMBS LLC (the “Initial Lender”, together with the other Lenders from time to time party hereto, the “Lenders”; each capitalized term used but not defined in this introductory statement and the Recitals having the meaning given it in Article 1), and NIC RMBS LLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
Termination and Release AgreementTermination and Release Agreement • June 11th, 2024 • Great Ajax Corp. • Real estate investment trusts • New York
THIS TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into as of June 11, 2024, by and among Great Ajax Corp., a Maryland corporation (“Ajax”), Great Ajax Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership,” and together with Ajax and any current or future subsidiaries of Ajax, the “Company”), Thetis Asset Management LLC, a Delaware limited liability company (the “Manager”), solely for the purposes of Section 5 hereof, Rithm Capital Corp., a Delaware corporation (“Rithm”), and, solely for the purposes of Section 6, Aspen Yo LLC (“Aspen”). The Company, the Manager and Rithm are each sometimes referred to herein as a “Party,” and collectively as, the “Parties.” Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Management Agreement or, if such terms are not defined therein, the Term Loan Agreement or the Securities Purchase Agreement (each as defined below), as the case may be.
AMENDMENT NO. 1 AND JOINDER TORegistration Rights Agreement • June 15th, 2020 • Great Ajax Corp. • Real estate investment trusts
This Amendment No. 1 and Joinder to Registration Rights Agreement (this “Amendment”) dated as of June 3, 2020 (the “Effective Date”) is entered into by and among Great Ajax Corp., a Maryland corporation (the “Company”) and the Purchasers set forth on the signature pages hereto. Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 29th, 2014 • Great Ajax Corp. • Real estate investment trusts • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 16, 2014, by and among (i) Great Ajax Corp., a Maryland corporation (together with any successor entity thereto, the “Company”) and (ii) purchasers (the “Participants”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”) in a private placement of the Common Stock by the Company completed on the date hereof, and each of the Participants’ direct and indirect transferees. FBR Capital Markets & Co. (“FBR”) has acted as the exclusive placement agent on behalf of the Company in connection with such private placement of the Common Stock pursuant to the terms and conditions of that certain Engagement Letter, dated as of November 30, 2014, by and between the Company and FBR (the “Placement Agreement”).
ContractServicing Transfer Agreement • August 2nd, 2024 • Great Ajax Corp. • Real estate investment trusts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 27th, 2024 • Great Ajax Corp. • Real estate investment trusts • Maryland
This Securities Purchase Agreement (this “Agreement”) is dated as of February 26, 2024 (the “Effective Date”), among Great Ajax Corp., a Maryland corporation (the “Company”), Great Ajax Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), Thetis Asset Management LLC, a Delaware limited liability company (the “Manager”), and Rithm Capital Corp., a Delaware corporation (the “Purchaser”).
SERVICING AGREEMENT among Gregory Funding LLC, as “Servicer” and Great Ajax Corp., Great Ajax Operating Partnership L.P. and Little Ajax II LLC collectively as “Owner” Dated as of July 8, 2014Servicing Agreement • September 23rd, 2014 • Great Ajax Corp. • Real estate investment trusts • New York
This is a SERVICING AGREEMENT (the "Agreement"), dated as of July 8, 2014, by and among (i) Gregory Funding LLC (the "Servicer") and (ii) Great Ajax Corp, a Maryland corporation, and its affiliates Great Ajax Operating Partnership L.P, a Delaware limited partnership, Little Ajax II LLC, a Delaware limited liability company and any affiliate of such entity that becomes a party to this Agreement by executing a Joinder Supplement (collectively, the “Owner”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2016 • Great Ajax Corp. • Real estate investment trusts • Oregon
THIS AGREEMENT (the “Agreement”) is entered into and effective as of March 29, 2016 by and among Aspen ML LLC, an Oregon limited liability company (“Employer”), Thetis Asset Management LLC, a Delaware limited liability company (“Thetis”), Great Ajax Corp., a Maryland corporation (“Ajax”), and Gregory Funding LLC, an Oregon limited liability (“Gregory”, and, collectively with Thetis and Ajax, the “Companies”) and Mary Doyle (“Executive”), an individual.
JOINT FILING AGREEMENTJoint Filing Agreement • August 11th, 2020 • Great Ajax Corp. • Real estate investment trusts
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2019 • Great Ajax Corp. • Real estate investment trusts • Oregon
THIS AGREEMENT (the “Agreement”) is entered into and effective as of March 4, 2019 and amends and restates the agreement dated March 29, 2016 (the “Original Agreement”) by and among Aspen ML LLC, an Oregon limited liability company (“Employer”), Thetis Asset Management LLC, a Delaware limited liability company (“Thetis”), Great Ajax Corp., a Maryland corporation (“Ajax”), and Gregory Funding LLC, an Oregon limited liability (“Gregory”, and, collectively with Thetis and Ajax, the “Companies”) and Mary Doyle (“Executive”), an individual.
AGREEMENT FOR ASSIGNMENT OF A MEMBERSHIP INTEREST IN LITTLE AJAX II LLCAgreement for Assignment of a Membership Interest • September 23rd, 2014 • Great Ajax Corp. • Real estate investment trusts • New York
THIS ASSIGNMENT AGREEMENT (this “Agreement”) is made this 8th day of July, 2014, by and between the entities identified on Exhibit “A” (collectively the “Sellers” and each individually a “Seller”), and Great Ajax Corp., a Maryland corporation (“Great Ajax”).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • March 3rd, 2023 • Great Ajax Corp. • Real estate investment trusts
THIS FIRST AMENDMENT is entered into as of March 1, 2023 (the “First Amendment”) by and among Great Ajax Corp., a Maryland corporation (“Ajax”), Great Ajax Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership,” and together with Ajax and any current or future subsidiaries of Ajax, the “Company”), and Thetis Asset Management LLC, a Delaware limited liability company (the “Manager”). The First Amendment amends the Third Amended and Restated Management Agreement, dated as of April 28, 2020 (the “Management Agreement”), by and among the Company and Manager.
FIRST AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • October 21st, 2024 • Great Ajax Corp. • Real estate investment trusts
THIS FIRST AMENDMENT is entered into as of October 18, 2024 (the “Amendment”) by and among Great Ajax Corp., a Maryland corporation (“Ajax”), Great Ajax Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership,” and together with Ajax and any current or future subsidiaries of Ajax, the “Company”), and RCM GA Manager LLC, a Delaware limited liability company (the “Manager”). This Amendment amends the Management Agreement, dated as of June 11, 2024 (the “Management Agreement”), by and among Ajax, the Operating Partnership and the Manager. Capitalized terms used herein without definition shall have the meanings assigned to them in or by reference in the Management Agreement.
AMENDMENT NO. 1 AND JOINDER TOSecurities Purchase Agreement • June 15th, 2020 • Great Ajax Corp. • Real estate investment trusts • New York
This Amendment No. 1 and Joinder to Securities Purchase Agreement (this “Amendment”) dated as of June 3, 2020 (the “Effective Date”) is entered into by and among Great Ajax Corp., a Maryland corporation (the “Company”), Great Ajax Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), Thetis Asset Management LLC, a Delaware limited liability company (the “Manager” and together with the Company and the Operating Partnership, the “AJX Parties”), and the Purchasers (as defined herein). Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Securities Purchase Agreement (as defined below), as amended by this Amendment.
GREAT AJAX CORP. VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 27th, 2024 • Great Ajax Corp. • Real estate investment trusts • New York
This Voting and Support Agreement (this “Agreement”), dated as of February 26, 2024 is made by and among Rithm Capital Corp., a Delaware corporation (“Rithm”), Great Ajax Corp., a Maryland corporation (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of Common Stock (as defined below) of the Company. Each of Rithm, the Company and the Stockholders are referred herein collectively as the “Parties.”
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 5th, 2020 • Great Ajax Corp. • Real estate investment trusts • New York
WARRANT AGENCY AGREEMENT, dated as of May 4, 2020 (“Agreement”), between Great Ajax Corp., a Maryland corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent” or “AST”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2023 • Great Ajax Corp. • Real estate investment trusts • Oregon
THIS AGREEMENT (the "Agreement") is entered into and effective as of March 4, 2022 and amends and restates the agreement previously amended and restated on March 4, 2019 and originally effective on March 29, 2016 (the "Original Agreement") by and among Aspen ML LLC, an Oregon limited liability company ("Employer"), Thetis Asset Management LLC, a Delaware limited liability company ("Thetis Asset"), Thetis Real Estate Management LLC (“Thetis Real Estate” and together with Thetis Asset, “Thetis”), Great Ajax Corp., a Maryland corporation ("Ajax"), GAEA Real Estate Corp, a Maryland corporation (“GAEA”), and Gregory Funding LLC, an Oregon limited liability ("Gregory", and, collectively with Thetis and Ajax, the "Companies") and Mary Doyle ("Executive"), an individual.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 20th, 2023 • Great Ajax Corp. • Real estate investment trusts • New York
This Securities Purchase Agreement (this “Agreement”), dated as of October 20, 2023, is made by and between Great Ajax Corp., a Maryland corporation (the “Company”), and Ellington Financial Inc., a Delaware corporation (the “Purchaser”).
EXCHANGE AGREEMENTExchange Agreement • February 27th, 2024 • Great Ajax Corp. • Real estate investment trusts • New York
This Exchange Agreement (this “Agreement”) is dated as of February 26, 2024, among Great Ajax Corp., a Maryland corporation (the “Company”), Great Ajax Operating Partnership L.P., a Delaware limited partnership (the “Operating Partnership”), Thetis Asset Management LLC, a Delaware limited liability company (the “Manager”), and the exchanging investor set forth in Schedule I hereto (the “Exchanging Investor”). The Company, the Operating Partnership, the Manager and the Exchanging Investor are collectively referred to as the “Parties” and each, a “Party”.
