REGISTRATION RIGHTS AGREEMENT BETWEEN GREAT AJAX CORP. AND RITHM CAPITAL CORP.Registration Rights Agreement • February 27th, 2024 • Great Ajax Corp. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2024 between Great Ajax Corp., a Maryland corporation (the “Company”), and Rithm Capital Corp., a Delaware corporation (the “Purchaser”).
MANAGEMENT AGREEMENTManagement Agreement • February 27th, 2024 • Great Ajax Corp. • Real estate investment trusts • New York
This Management Agreement, dated as of [ ], 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”).
WARRANT AGREEMENTWarrant Agreement • February 27th, 2024 • Great Ajax Corp. • Real estate investment trusts • New York
WARRANT AGREEMENT, dated as of [ ], 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 • February 27th, 2024 • Great Ajax Corp. • Real estate investment trusts • New York
THIS TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into as of [ ]1, 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.
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”).
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.”
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”.
