Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 11, 2024

GREAT AJAX CORP.

(Exact name of registrant as specified in its charter)

Maryland

001-36844

46-5211870

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

799 Broadway

New York, New York

10003

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 850-7770

13190 SW 68th Parkway
Suite 110
Tigard, OR 97223

(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)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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	AJX	New York Stock Exchange

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. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On June 11, 2024, Great Ajax Corp. (the “Company”) closed its previously announced strategic transaction (the “Transaction”) with Rithm Capital Corp. (together with its subsidiaries, “Rithm”). As previously announced, the Company received stockholder approval for the Transaction in May 2024. The following summarizes the agreements entered into in connection with the closing of the Transaction.

Entry into Termination and Release Agreement and Management Agreement

On June 11, 2024, the Company entered into a termination and release agreement (“Termination and Release Agreement”) with its external manager, Thetis Asset Management LLC (the “Manager”), in accordance with the previously announced termination notice issued to the Manager on February 26, 2024. The Company issued 3,174,645 shares of its common stock, $0.01 par value per share, to the Manager in connection with the termination.

On June 11, 2024, the Company entered into a management agreement (“Management Agreement”) with RCM GA Manager LLC, an affiliate of Rithm (“RCM GA”), in the form previously agreed upon with RCM GA and filed with the Company’s Current Report on Form 8-K dated February 26, 2024.

The foregoing descriptions of the Termination and Release Agreement and the Management Agreement are qualified in their entirety by reference to the complete terms and conditions of each agreement, respectively, which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Executive Officer. On June 11, 2024, in connection with the closing of the Transaction, Lawrence A. Mendelsohn resigned from his position as Chief Executive Officer of the Company, and the Company appointed Michael Nierenberg to serve as its Chief Executive Officer. Mr. Nierenberg will serve as the Company’s “principal executive officer” for Securities and Exchange Commission (“SEC”) reporting purposes. For further information with respect to Mr. Nierenberg’s business experience and background, please refer to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 10, 2024, under the heading “Proposal 3 – Election of Directors Proposal,” which is incorporated by reference herein.

Reconstitution of the Board of Directors and Board Committees. Following the closing of the Transaction, our board of directors (the “Board”) was reconstituted as a five-member board, comprised of:

(i) two directors, Paul Friedman and Mary Haggerty, that were existing directors of the Company prior to the Transaction;

(ii) one member, Daniel Hoffman, that is a newly elected independent director of the Company;

(iii) one member, Michael Nierenberg, that was nominated by Rithm; and

(iv) one temporarily vacant directorship, which will be filled by an independent director.

Paul Friedman, Mary Haggerty and Daniel Hoffman have been appointed to serve on the Audit Committee of the Board. Paul Friedman and Daniel Hoffman have been appointed to serve on the Compensation Committee of the Board. Daniel Hoffman and Mary Haggerty have been appointed to serve on the Nominating and Corporate Governance Committee of the Board. For further information with respect to Mr. Friedman, Ms. Haggerty, Mr. Hoffman and Mr. Nierenberg, please refer to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 10, 2024, under the heading “Proposal 3 – Election of Directors Proposal,” which is incorporated by reference herein.

Resignation of Chief Financial Officer and Entry into Consulting Agreement. In connection with the closing of the Transaction, Mary B. Doyle resigned from her position as Chief Financial Officer of the Company. Ms. Doyle will continue to be designated as the Company’s “principal financial officer” and “principal accounting officer” for purposes of the Company’s financial statements and periodic reports and other filings with the SEC through a consulting arrangement with RCM GA.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Title

10.1		Termination and Release Agreement, dated June 11, 2024, by and among the Company, Great Ajax Operating Partnership L.P. and Thetis Asset Management LLC.
10.2*		Management Agreement, dated June 11, 2024, by and among the Company, Great Ajax Operating Partnership L.P. and RCM GA Manager LLC.
104		Cover page interactive data file (formatted in inline XBRL)

Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.

SIGNATURES

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

	GREAT AJAX CORP.


	By:	/s/ Michael Nierenberg
		Name: Michael Nierenberg
		Title: Chief Executive Officer

Date: June 11, 2024

Exhibit 10.1

Termination and Release Agreement

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.

RECITALS

WHEREAS, the Company and the Manager are parties to that certain Third Amended and Restated Management Agreement, dated as of April 28, 2020, as amended on March 1, 2023 (the “Management Agreement”);

WHEREAS, Ajax has entered into that that certain Credit Agreement, dated as of February 26, 2024 (the “Term Loan Agreement”), with NIC RMBS LLC, a Delaware limited liability company, in its capacities as Initial Lender, Administrative Agent and Collateral Agent therein, and the other Lenders from time to time party thereto, pursuant to which, among other things, subject to the terms and conditions set forth therein, the Lenders, which are affiliates of Rithm, agreed to provide a term loan (the “Term Loan”), subject to the terms and conditions set forth therein, to the Company in the amount of up to $70 million, to enable the Company to redeem a portion of its 7.25% Convertible Senior Notes due 2024 (the “Term Loan Transaction”);

WHEREAS, Ajax, the Operating Partnership and the Manager have entered into a Securities Purchase Agreement, dated as of February 26, 2024 (the “Securities Purchase Agreement”), with Rithm, pursuant to which, among other things, subject to the terms and conditions set forth therein, the Company has agreed to issue and sell, and Rithm or one of its subsidiaries or other affiliates has agreed to purchase or accept, as applicable, shares of common stock of the Company, par value $0.01 (“Common Stock”) (the “Common Stock Sale”), and warrants representing the right to purchase shares of Common Stock of the Company (the “Warrants Issuance”), subject to the terms and conditions set forth therein;

WHEREAS, on February 26, 2024, the Company gave written notice to the Manager (the “Written Notice”) that, in connection with the consummation of the transactions contemplated by the Term Loan Agreement and the Securities Purchase Agreement, the Company intends to (i) terminate the Management Agreement, (ii) pay the Manager the value of the termination fee required thereunder in shares of Common Stock, (iii) pay the Manager in cash (not to exceed the amount set forth in Schedule 4.02 to the Term Loan Agreement) for severance payments and other fees, costs and expenses payable to third parties, incurred in connection with the termination of the Management Agreement and the transactions contemplated thereby, including, without limitation, any amounts as required to be paid to the Manager pursuant to Section 14 of the Management Agreement, and (iv) enter into this Agreement;

WHEREAS, each owner that owns not less than 4.9% of the outstanding equity of the Manager, including Ithan Creek Master Investors CayB USB VIII, Inc. and Flexpoint Great Ajax Holdings, LLC (the “Consenting Investors” and each, a “Consenting Investor”), has consented to the termination of the Management Agreement, as required by Section 4.7 of the Operating Agreement of the Manager, dated as of July 8, 2014, by and among Larry Mendelsohn, Aspen, GA-TRS LLC, Ithan Creek Master Investors CayB USB VIII, Inc., Flexpoint Great Ajax Holdings, LLC and the Manager, and at least a majority of the shareholders of the Company has approved the same in connection with the approval of the transactions contemplated by the Term Loan Agreement and Securities Purchase Agreement, as evidenced by one or more Voting and Support Agreements, dated February 26, 2024, entered into by and between the Company and each Consenting Investor and such other shareholders;

WHEREAS, in connection with the transactions contemplated by the Term Loan Agreement and the Securities Purchase Agreement, the Company has obtained the approval of he Company’s stockholders of the transactions contemplated by the Term Loan Agreement and Securities Purchase Agreement at the special meeting of the Company’s stockholders to consider and approve of such transactions; and

WHEREAS, in connection with the transactions contemplated by the Term Loan Agreement and the Securities Purchase Agreement, the Parties desire, subject to the terms and conditions set forth herein, to (i) terminate the Management Agreement, effective as of the Effective Date (as defined herein); (ii) pay the Manager the value of the termination fee required under the Management Agreement in shares of Common Stock; (iii) pay the Manager in cash (not to exceed the amount set forth in Schedule 4.02 of the Term Loan Agreement) for severance payments and other fees, costs and expenses payable to third parties incurred in connection with the termination of the Management Agreement and the transactions contemplated thereby as required to be paid to the Manager including, without limitation, any amounts as required to be paid to the Manager pursuant to Section 14 of the Management Agreement; (iv) provide the Company with a full release by the Manager from all historical liabilities arising under the Management Agreement and provide the Manager with a full release by the Company from all historical liabilities arising under the Management Agreement; and (v) provide for the transfer by Aspen of all right, title and interest in and to the Licensed Marks (as defined in the Trademark License Agreement, dated July 8, 2014, by and between the Company and Aspen (the “License Agreement”)) to the Company.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.             Termination of Management Agreement; Survival of Certain Provisions.

(a)               Notwithstanding anything to the contrary in the Management Agreement, the Parties hereby agree that the Management Agreement, and all rights and obligations of the Company and the Manager thereunder, shall be automatically terminated and of no further force or effect as of the date hereof (the “Effective Date”), without any further notice or action by any of the Company or the Manager (such termination, the “Termination”). Notwithstanding the foregoing:

(i)                For the avoidance of doubt, the Manager shall continue to be entitled to receive the quarterly Base Management Fee and the quarterly Incentive Fee (collectively, the “Management Fees”) payable to the Manager pursuant to the terms and conditions of the Management Agreement during the period beginning from the date of the Written Notice until August 24, 2024, the date that is 180 days from the date of the Written Notice (such latter date, the “Expiration Date”).

(ii)              The following provisions of the Management Agreement shall survive the Termination and shall continue to remain in full force and effect: Section 6 (Reimbursement of Expenses); Section 10 (Limitation of Liability of the Manager; Indemnification); Section 14 (Action Upon Termination); Section 15 (Confidentiality); and all provisions, terms and conditions of the Management Agreement that expressly survive its termination (as set forth in Section 12(f) thereof); provided, that no survival of any such provision shall supersede the limitation set forth in Schedule 4.02 to the Term Loan Agreement regarding the cap on expenses payable by the Company in cash.

(b)               Prior to the Effective Date, (i) the Company and the Manager shall comply in all respects with all the terms and conditions of the Management Agreement, (ii) the Company and the Manager shall not amend the Management Agreement or this Agreement, in each case without the prior written consent of Rithm, and (iii) except as specifically permitted or required by the Term Loan Agreement or the Securities Purchase Agreement, as required by law, or as consented to in writing by Rithm (which consent shall not be unreasonably withheld, delayed or conditioned), the Manager shall conduct its activities with respect to the Company, and its obligations pursuant to the Management Agreement, in the ordinary course of business consistent with past practice in all material respects. Further, the Manager agrees to cooperate with the Company and Rithm prior to the Effective Date and take all actions reasonably requested by the Company or Rithm prior to the Effective Date in order to carry out and effect the Term Loan Transaction, the Common Stock Sale and the Warrant Issuance and the transactions contemplated by the Term Loan Agreement and the Securities Purchase Agreement and the orderly transfer of the operation and management of the Company and its investment activities to RCM GA Manager LLC, a Delaware limited liability company and affiliate of Rithm.

2.             Termination Payment.

(a)               As consideration for the Termination and the other promises, undertakings and releases of the Manager hereunder, the Company shall pay to the Manager (i) the termination fee in an amount equal to twice the combined Base Management Fees and Incentive Fees earned by the Manager during the 12-month period immediately preceding the Expiration Date, calculated as of the end of the most recently completed fiscal quarter prior to the Expiration Date (the “Termination Payment”), in accordance with Section 2(b) hereof; and (ii) severance payments and other fees, costs and expenses payable to third parties, incurred in connection with the termination of the Management Agreement and the transactions contemplated thereby, including, without limitation, any amounts as required to be paid to the Manager pursuant to Section 14 of the Management Agreement (the “Cash Amount”), in accordance with Section 2(c) hereof. The Termination Payment shall be deemed to constitute, and shall in all respects satisfy all obligations with respect to, the Termination Fee.

(b)               The Termination Payment shall be paid on the Effective Date in a number of shares of Common Stock to be issued to the Manager, which shall be equal to the quotient of (x) the dollar amount of the Termination Payment as calculated as of the Effective Date, divided by (y) the trailing five-day weighted-average price per share of the Common Stock on the New York Stock Exchange (“NYSE”), as calculated over the five days preceding the date of the Securities Purchase Agreement (such number of shares, the “Common Stock Amount”).

(c)               The Cash Amount shall be paid on the Effective Date, in an amount of cash (not to exceed the amount set forth in Schedule 4.02 to the Term Loan Agreement) equal to the sum of (i) certain severance payments payable to certain employees or contractors of the Manager who provide services to the Company, and (ii) all other fees, costs and expenses payable to third parties, in each of the preceding clauses (i) and (ii), incurred in connection with the termination of the Management Agreement and the transactions contemplated thereby, including, without limitation, any amounts as required to be paid to the Manager pursuant to Section 14 of the Management Agreement. The Manager shall prepare a written statement of account in reasonable detail documenting the severance payments and other fees, costs and expenses to be reimbursed by the Company in connection with or relating to the termination of the Management Agreement and the transactions contemplated thereby and deliver the same to the Company no less than three (3) business days prior to the Effective Date.

(d)               On the Effective Date, (i) the Company shall pay the Cash Amount by wire transfer, in immediately available funds, to an account designated by the Manager in writing at least three (3) business days prior to the Effective Date, and (ii) the Company shall deliver to the Manager (or its designated custodian per its delivery instructions) the Common Stock Amount in electronic, book-entry form, registered in the name of the Manager, or confirmation of instructions given by the Company to Equiniti Trust Company, LLC, in its capacity as the Company’s transfer agent for the Common Stock (the “Transfer Agent”), to register the Common Stock Amount in electronic, book-entry form.

(e)                Notwithstanding anything to the contrary in the Management Agreement, the Parties acknowledge and agree that the Termination Payment, the Cash Amount (not to exceed the amount set forth in Schedule 4.02 to the Term Loan Agreement) and the Management Fees owed pursuant to Section 1(a)(i) shall be the entire amount payable to the Manager or any of its affiliates in connection with the Termination and thereafter under or in respect of the Management Agreement, unless the Securities Purchase Agreement is validly terminated pursuant to Section 5.3 thereof, and except with respect to those rights and obligations which, pursuant to Section 1 hereof, survive the Termination. For the avoidance of doubt, prior to the Termination, the Manager shall only be entitled to receive payments from the Company that are consistent with past practice and pursuant to the terms of the Management Agreement; provided, that this Section 2(e) shall not be deemed to limit any bona fide claims the Manager may have (and any payments related thereto) pursuant to Section 10, Section 12(b) or Section 14 of the Management Agreement; provided, further, that no survival of any such provision shall supersede the limitation set forth in Schedule 4.02 of the Term Loan Agreement regarding the cap on expenses payable by the Company in cash.

3.             Further Undertakings. As soon as practicable following the date hereof, the Company shall use commercially reasonable efforts to prepare and file a registration statement under the Securities Act of 1933, as amended, with the Securities and Exchange Commission (the “SEC”). Such registration statement shall permit the public resale of the Common Stock issued to the Manager, from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect).

4.              Waiver of Notice Requirement. Each of the Company and the Manager hereby (i) agree that this Agreement constitutes all required notice of termination of the Management Agreement pursuant to the terms of the Management Agreement, and (ii) waives, whether exercisable now or at any time in the future, any and all rights to notice under the Management Agreement, to the extent relating to the transactions contemplated by this Agreement, the Term Loan Agreement and the Securities Purchase Agreement.

5.             Release.

(a)               Effective as of, and contingent upon, the Termination, each of the Company, the Manager, and its respective affiliates hereby fully and unconditionally releases and forever discharges the other party and the affiliates of the other party (including, as applicable, Rithm, the affiliates of Rithm, and their respective administrators, executors, representatives, successors and assigns), and their respective directors, officers, managers, stockholders, members, partners, employees and agents, and their respective successors and assigns, from any and all actions, causes of action, suits, debts, accounts, covenants, liabilities, disputes, agreements, promises, damages, judgments, executions, claims, and demands whatsoever in law or in equity (“Claims”) that they ever had, now have, or that they or their administrators, executors, representatives, successors and assigns hereafter can or may have, arising under or pursuant to the Management Agreement, except with respect to those rights and obligations which, pursuant to Section 1 hereof, survive the Termination (provided, that, with respect to the release by the Manager, no claim shall survive for payment of any termination fee, reimbursement amount or other expenses payable to or on behalf of the Manager to the extent the amounts calculated in accordance with this Agreement (and subject to the limitation on cash payment of expenses in Schedule 4.02 of the Term Loan Agreement) are paid in accordance with the terms hereof) and those rights and obligations under this Agreement.

(b)               Each of the Company and the Manager agrees that it shall not make any assignment of any Claim or any right of any kind whatsoever embodied in any of the Claims released herein, and that no other person or entity of any kind shall have any interest in any of the Claims released herein.

6.              Trademark License Agreement. In connection with the transactions contemplated by this Agreement, the Company and Aspen desire that all right, title and interest of Aspen in and to the Licensed Marks shall be transferred and assigned to the Company effective as of the date hereof. Aspen and the Company shall use their respective commercially reasonable best efforts to cooperate with the other and their respective officers, employees, attorneys, accountants and other agents, and, generally, do such other reasonable acts and things in good faith as may be necessary to effectuate the intents and purposes of this Section 6, including taking reasonable action to facilitate the signing or filing of any document or the taking of reasonable action to assist the other party in complying with the terms of this Section 6.

7.             Company Contracts and Records. Prior to the Effective Date, the Manager and each of its affiliates will deliver to the Company all material contracts and material records pertaining to the business or operations of the Company and in the Manager’s or any of its affiliates’ possession or control.

8.             Successors and Assigns; Third Party Beneficiaries; Further Actions; Specific Performance; Representations and Warranties.

(a)               This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives, successors and permitted assigns as provided in this Agreement. Rithm and its affiliates, successors and assigns shall be entitled to rely on this Agreement in connection with the consummation of the transactions contemplated by the Term Loan Agreement and the Securities Purchase Agreement. Rithm shall be an express third-party beneficiary of this Agreement (including applicable provisions of the Management Agreement) and Rithm shall be entitled to enforce any such provisions.

(b)               Each Party agrees to execute and deliver such additional documents and instruments and to perform such additional acts as any Party may reasonably request or as may be reasonably necessary or appropriate to effectuate, consummate and perform the terms, provisions, or conditions of this Agreement.

(c)                It is understood and agreed that money damages may not be an adequate remedy for any breach of this Agreement by any Party and that any non-breaching Party shall be entitled to seek equitable relief, including, without limitation, injunction and specific performance, as a remedy for any such actual or potential breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by a Party of this Agreement, but shall be in addition to all other remedies available at law or equity to any non-breaching Party.

(d)                Each of the Parties hereby represents and warrants to the other Parties that (i) such Party has the absolute and unrestricted right, power, and authority to (A) execute and deliver this Agreement, and (B) perform its obligations hereunder, and (ii) such Party has consulted with, or has been afforded the opportunity to consult with, counsel of its own choosing in connection with this Agreement and that it enters into this Agreement of its own free will and as its independent act.

9.             Survival. For the avoidance of doubt, the obligations of the Parties contained in this Agreement, which by the terms thereof contemplate performance after the Termination, shall survive the Termination.

10.           Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any present or future law or public policy, (a) such term or other provision shall be fully separable, (b) this Agreement shall be construed and enforced as if such invalid, illegal or unenforceable provision had never comprised a part hereof, and (c) all other conditions and provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable term or other provision or by its severance herefrom so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

11.           Entire Agreement; Amendment. The Management Agreement and this Agreement constitute the entire understanding between the Parties with respect to the subject matter hereof and supersede all prior discussions between them relating thereto. Any amendment or modification to this Agreement shall be effective only if in writing and signed by each Party (including Rithm).

12.           Headings. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the interpretation of any provision of this Agreement.

13.           Agreement Not to be Strictly Construed Against any Party. This Agreement shall be construed and interpreted as if each of the Parties drafted this Agreement concurrently. Any ambiguity or interpretation of this Agreement shall not be construed against any Party, and any such ambiguity or interpretation shall be determined as if each of the Parties drafted this Agreement concurrently.

14.           Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which, when executed and delivered, shall be deemed an original, and all of which when taken together shall constitute one and the same instrument. This Agreement may be executed by facsimile, pdf scan, or other form of electronic signature.

15.           Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)               This Agreement shall be governed by and interpreted and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof (except for Section 5-1401 of the New York General Obligations Law). Each Party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated hereby (whether brought against a Party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any Party shall commence an action, suit or proceeding to enforce any provisions of this Agreement, then the prevailing Party in such action, suit or proceeding shall be reimbursed by the other Party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

(b)               THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Termination and Release Agreement as of the day and year first above written.

	Great Ajax Corp.

	By:	/s/ Mary Doyle
		Name: Mary Doyle
		Title: Chief Financial Officer

	Great Ajax Operating Partnership L.P.

	Great Ajax Operating LLC, general partner

	By: Great Ajax Corp., managing member

	By:	/s/ Lawrence Mendelsohn
		Name: Lawrence Mendelsohn
		Title: Chief Executive Officer

	Thetis Asset Management LLC

	By:	/s/ Lawrence Mendelsohn
		Name: Lawrence Mendelsohn, Manager

[Signature Page to Termination and Release Agreement]

Solely for the purposes of Section 5 hereof:

Rithm Capital Corp.

By:	/s/ Nicola Santoro, Jr.
	Name:	Nicola Santoro, Jr.
	Title:	Chief Financial Officer

Solely for the purposes of Section 6 hereof:

Aspen Yo LLC

By:	/s/ Lawrence Mendelsohn
	Name:	Lawrence Mendelsohn
	Title:	Authorized Agent of MARS Development LLC, Manager

Exhibit 10.2

MANAGEMENT AGREEMENT

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”).

RECITALS

A.           Ajax is a corporation formed on January 30, 2014 that has qualified to operate as a “real estate investment trust” (“REIT”) for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2014 and has elected to receive the tax benefits accorded by Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). Ajax is the sole member of Great Ajax Operating LLC, a Delaware limited liability company that is the sole general partner of the Operating Partnership.

B.            The Company desires to retain the Manager as the Company’s exclusive provider of management and other services on the terms and conditions hereinafter set forth, and the Manager wishes to be retained to provide such services.

AGREEMENT

In consideration of the premises and for other good and valuable consideration, the parties agree as follows:

1.             Duties of the Manager; Exclusivity.

(a)               The Company employs the Manager to provide management, corporate governance, administrative and other services to the Company pursuant to this Agreement, subject to the supervision of the Board of Directors of Ajax (the “Ajax Board of Directors”). Such services will be provided for the period and upon the terms herein set forth, in each case, in accordance with the investment objectives, policies and restrictions determined by the Ajax Board of Directors and in accordance with all applicable federal, state and local laws, rules and regulations.

(i)                 Without limiting the generality of the foregoing, the Manager shall for or on behalf of the Company, during the term and subject to the provisions of this Agreement, (a) perform and administer all of the day-to-day operations of the Company and any joint venture or other strategic arrangement entered into by and among the Company and one or more third-party, unaffiliated entities; (b) determine investment criteria based on the investment policies determined by, and in cooperation with, the Ajax Board of Directors; (c) source, analyze and execute acquisitions of Real Estate Assets (as defined in Section 1(a)(ii)) or such other investments that in the opinion of the Manager are suitable for the Company; (d) implement and execute securitization and financing activities; (e) analyze and execute sales of the Company’s assets and properties; (f) perform asset management and corporate governance duties; (g) perform such services as are set forth in Schedule I of this Agreement; and (h) provide the Company with such other related services as the Company may, from time to time, reasonably require.

(ii)              In the event that the Company determines to incur debt or other financing for the purpose of any investment in Real Estate Assets or for other appropriate reasons, as determined by the Ajax Board of Directors, the Manager will use commercially reasonable efforts to arrange for such financing on the Company’s behalf. If, in the Manager’s judgment, it is necessary or desirable for the Company to make investments in real estate, finance or refinance Real Estate Assets through a special purpose vehicle, the Manager shall have authority to create or arrange for the creation of such special purpose vehicle and to cause the Company to make such investments in Real Estate Assets through such special purpose vehicle. For purposes of this Agreement, the term “Real Estate Assets” shall include the following assets: (a) performing, re-performing, sub-performing, non-performing and real estate owned relating to residential mortgage loans on single-family homes, multi-family residential properties, or retail, residential, office or other commercial real estate properties, (b) performing, re-performing, sub-performing, non-performing and real estate owned relating to small balance commercial mortgage loans, (c) residential mortgage-backed securities resulting from securitizations undertaken by Ajax or third parties (d) single-family homes, multi-family residential properties, retail, residential, office or other commercial real estate properties for sale or rent, (e) commercial real estate loans, real-estate related debt securities, commercial mortgage-backed securities or other investments against such properties, including CLOs, (f) other real estate assets (including pools thereof), real estate companies or real-estate related holdings (g) businesses engaged in the origination, servicing, ownership and management of commercial or residential real estate loans, properties and assets, (h) real estate investment trusts and investments therein, and (i) any other assets or investments as may be directed by the Ajax Board of Directors.

(iii)             The Manager may retain, for and on behalf, and at the sole cost and expense, of the Company, such services of accountants, legal counsel, appraisers, insurers, brokers, transfer agents, registrars, developers, investment banks, financial advisors, banks and other lenders and others as the Manager deems necessary or advisable in connection with the management and operations of the Company. Notwithstanding anything contained herein to the contrary, the Manager shall have the right to cause any such services to be rendered by its employees or affiliates. The Company shall pay or reimburse the Manager or its affiliates performing such services for the cost thereof; provided, that such fees shall be no more favorable to such affiliate or business than would be obtained from a third party on an arm’s-length basis.

(iv)             In addition to the services set forth in Section 1 hereof, including the services provided as set forth on Schedule I, and other than express grants of authority in this Agreement (including pursuant to Section 1(a)(iii)), the parties shall have the right to enter into statements of work (“SOWs”) to set forth the terms of any related or additional services to be performed hereunder. Any SOW shall be agreed to by each party thereto, shall be in writing, and (a) shall contain: (i) the identity of each of the service provider and the service recipient; (ii) a description of the services to be performed thereunder; (iii) the applicable performance standard for the provision of such service; (iv) the amount, schedule and method of compensation for provision of such service; and (b) may contain (i) the service recipient’s standard operating procedures for receipt of services similar to such service, including operations, compliance requirements and related training schedules; (ii) information technology support requirements of the service recipient with respect to such service; and (iii) training and support commitments with respect to such service. The terms and conditions of this Agreement shall apply to any SOW.

(v)               When making decisions where a conflict of interest may arise, the Manager will endeavor to allocate acquisition and financing opportunities in a fair and equitable manner over time as between Ajax, the Operating Partnership and their subsidiaries and the Manager’s other funds and clients, as applicable.

(b)               The Manager accepts such employment and agrees during the term hereof to use commercially reasonable efforts to render the services described herein for the compensation provided herein.

(c)               During the term of this Agreement, (i) the Manager shall be the exclusive provider of management services to the Company, and (ii) none of Ajax, the Operating Partnership or any of their respective subsidiaries shall employ or contract with any other party to receive the same or substantially similar services as set forth herein without the prior written consent of the Manager, which may be withheld by the Manager in its sole discretion.

(d)               The Manager shall for all purposes provided herein be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent Ajax, the Operating Partnership or any of their respective subsidiaries in any way or otherwise be deemed an agent of Ajax, the Operating Partnership or any of their respective subsidiaries.

(e)               The Company understands that the Manager and its affiliates may provide similar services to other businesses (including those competing with Ajax, the Operating Partnership or any of their respective subsidiaries) and there shall not be any restriction on the Manager, its affiliates or any of their respective directors, managers, officers or employees requiring them to provide services exclusively to Ajax, the Operating Partnership or any of their respective subsidiaries.

(f)                The Manager shall keep and preserve for the period reasonably required by the Company any books and records relevant to the provision of its management, administrative and other services to the Company and shall specifically maintain all books and records with respect to the Company’s portfolio transactions and shall render to the Company such periodic and special reports as the Company may reasonably request. The Manager agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon Ajax’s or the Operating Partnership’s request, provided that the Manager may retain a copy of such records.

(g)               Unless and until such time as the Ajax Board of Directors notifies the Manager that it has determined that it is no longer in the best interest of Ajax to continue to qualify as a REIT and Ajax’s REIT election has been revoked, the Manager shall refrain from any action that, in its commercially reasonable judgment made in good faith, would adversely and materially affect the qualification of Ajax as a REIT. If the Manager is ordered to take any action by the Ajax Board of Directors, the Manager shall promptly notify the Ajax Board of Directors if it is the Manager’s judgment that such action would adversely and materially affect such qualification. Notwithstanding the foregoing, neither the Manager nor any of its affiliates shall be liable to the Company, the Ajax Board of Directors or the Company’s stockholders, partners or members, for any act or omission by the Manager or any of its affiliates, except as provided in Section 10 hereof.

(h)               Unless and until such time as the Ajax Board of Directors notifies the Manager that it has determined that it is no longer in the best interest of Ajax to continue to satisfy the requirements for exemption from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”), the Manager shall refrain from any action that, in its commercially reasonable judgment made in good faith, would adversely and materially affect the ability of Ajax to continue to satisfy such exemption requirements. If the Manager is ordered to take any action by the Ajax Board of Directors, the Manager shall promptly notify the Ajax Board of Directors if it is the Manager’s judgment that such action would adversely and materially affect such exemption. Notwithstanding the foregoing, neither the Manager nor any of its affiliates shall be liable to the Company, the Ajax Board of Directors or the Company’s stockholders, partners or members, for any act or omission by the Manager or any of its affiliates, except as provided in Section 10 hereof.

(i)                 For the period and on the terms and conditions set forth in this Agreement, the Company hereby constitutes, appoints and authorizes the Manager, and any officer of the Manager acting on its behalf, as its true and lawful agent and attorney-in-fact, in its name, place and stead, to negotiate, execute, deliver and enter into such credit finance, securities repurchase and reverse repurchase agreements and arrangements, warehouse finance, brokerage agreements, interest rate swap agreements, custodial agreements and such other agreements, instruments and authorizations on the Company’s behalf, on such terms and conditions as the Manager, acting in its sole and absolute discretion, deems necessary or appropriate in the performance of its services hereunder. This power of attorney is deemed to be coupled with an interest.

(j)                 The Manager may establish and maintain one or more bank accounts in the name of Ajax, the Operating Partnership or any of their respective subsidiaries (any such account, a “Company Account”), and may collect and deposit funds into any such Company Account or Company Accounts, and disburse funds from any such Company Account or Company Accounts, under such terms and conditions as the Ajax Board of Directors may approve; and the Manager shall from time to time render appropriate accountings of such collections and payments to the Ajax Board of Directors and, upon request, to the auditors of Ajax, the Operating Partnership or any of their respective subsidiaries.

2.             Devotion of Time. Subject to Section 8 hereof:

(a)               The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder, either directly or through its subsidiaries. The Manager shall perform the services required hereunder on Business Days (as defined in Section 21 below) during hours that constitute regular business hours for each of the Company and the Manager, unless otherwise agreed. The Company shall not resell, subcontract, license, sublicense or otherwise transfer any of the services to any person whatsoever or permit use of any of the services by any person other than by the Company directly in connection with the conduct of its business in the ordinary course of its business.

(b)               The Manager and its affiliates will provide the Company with a management team, including a chief executive officer, a chief financial officer (unless otherwise retained by the Company) and other appropriate personnel. The Manager is not obligated to dedicate any of its personnel exclusively to the Company, nor are the Manager or its personnel obligated to dedicate any specific portion of its or their time to the Company.

(c)               Managers, partners, officers, employees, personnel and agents of the Manager or affiliates of the Manager may serve as directors, officers, employees, personnel, agents, nominees or signatories for Ajax, the Operating Partnership or any of their respective subsidiaries, to the extent permitted by their governing documents or by any resolutions duly adopted by the Ajax Board of Directors pursuant to the governing documents of Ajax or the Operating Partnership, respectively. When executing documents or otherwise acting in such capacities for Ajax, the Operating Partnership or any of their respective subsidiaries, such persons shall use their respective titles in Ajax, the Operating Partnership or any of their respective subsidiaries.

(d)               The Manager shall have the exclusive right to select, employ, pay, supervise, administer, direct and discharge any of its employees who will perform services. The Manager shall be responsible for paying such employees’ compensation and benefits, except that the Company shall reimburse the Manager or its affiliates, as applicable, for the Company’s allocable share of the compensation (whether paid in cash, stock or other forms), including annual base salary, bonus, any related withholding taxes and employee benefits, paid to (i) the Manager’s personnel serving as the Company’s chief financial officer based on the percentage of his or her time spent managing the Company’s affairs and (ii) other corporate finance, tax, accounting, middle office, internal audit, legal, risk management, operations, compliance and other non-investment personnel of the Manager and its affiliates who spend all or a portion of their time managing the Company’s affairs. With respect to each service, the Manager shall use commercially reasonable efforts to have qualified individuals provide such service; provided, however, that (i) the Manager shall not be obligated to have any individual participate in the provision of any service if the Manager determines that such participation would adversely affect the Manager or its affiliates; and (ii) none of the Manager or its affiliates shall be required to continue to employ any particular individual during the applicable service period.

3.             Representations, Warranties and Covenants of the Company. Ajax and the Operating Partnership, jointly and severally, represent, warrant and covenant to the Manager as of the date of this Agreement:

(a)                Each of Ajax and the Operating Partnership is duly organized, validly existing and in good standing under the laws of the state of its formation and has full power, authority, and legal right to conduct its business as is presently conducted, and to execute, deliver, and perform its obligations under this Agreement;

(b)               Each of Ajax and the Operating Partnership is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct business and has obtained all necessary licenses and approvals required under all applicable federal, state or local laws, rules and regulations and any other applicable requirements of any government or agency or instrumentality thereof, as such may be amended, modified or supplemented from time to time;

(c)               Each of Ajax and the Operating Partnership has duly authorized by all necessary action on its part, the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Manager, constitutes a legal, valid and binding obligation of each of Ajax and the Operating Partnership, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies;

(d)               The execution and delivery of this Agreement by each of Ajax and the Operating Partnership and their respective performance of and compliance with the terms of this Agreement will not violate or conflict with either of their formation documents or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which either of them is a party or which may be applicable to either of them or their respective assets;

(e)               Neither Ajax nor the Operating Partnership is in violation of, and the execution and delivery of this Agreement by Ajax and the Operating Partnership and their respective performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over either of them or their respective assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Company or its assets taken as a whole or could be reasonably be expected to have consequences that would materially and adversely affect the performance of their respective obligations and duties hereunder;

(f)                There are no actions or proceedings against, or investigations of, either Ajax or the Operating Partnership before any court, administrative or other tribunal (i) that might prohibit its entering into this Agreement or assert the invalidity of this Agreement, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement, (iii) that might prohibit or materially and adversely affect the performance by either Ajax or the Operating Partnership of its obligations under, or the validity or enforceability of, this Agreement or (iv) seeking any determination or ruling that would adversely affect the validity and enforceability of this Agreement; and

(g)               No consent, approval, authorization or order of any court or governmental agency or body or other person is required for the execution, delivery and performance by either Ajax or the Operating Partnership of, or compliance by either of them with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the date of this Agreement.

(h)               The Company shall at all times maintain directors and officers liability insurance in an amount comparable to other similar businesses and shall name the Manager and its directors and officers as beneficiaries under such policy.

4.             Representations, Warranties and Covenants of the Manager. The Manager represents, warrants and covenants to the Company as of the date of this Agreement:

(a)               The Manager is duly organized, validly existing and in good standing under the laws of the state of its formation and has full power, authority, and legal right to conduct its business as is presently conducted, and to execute, deliver, and perform its obligations under this Agreement;

(b)               The Manager has duly authorized by all necessary action on its part, the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Company and the Operating Partnership, constitutes a legal, valid and binding obligation of the Manager, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies;

(c)               The execution and delivery of this Agreement by the Manager and the performance of and compliance with the terms of this Agreement will not (i) violate or conflict with the Manager’s formation documents or (ii) constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Manager is a party or which may be applicable to the Manager or its assets, except, in the case of clause (ii) as would not materially and adversely affect the condition (financial or otherwise) or the operation of the Manager or its assets or would reasonably be expected to have consequences that would materially and adversely affect the performance of its obligations and duties hereunder;

(d)               The Manager execution is not in violation of, and the execution and delivery of this Agreement by the Manager and its performance of and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Manager or its assets, which violation would have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Manager or its assets or would be reasonably be expected to have consequences that would materially and adversely affect the performance of its obligations and duties hereunder;

(e)               There are no actions or proceedings against, or, to the actual knowledge of the Manager, investigations of, the Manager before any court, administrative or other tribunal (i) that would prohibit its entering into this Agreement or assert the invalidity of this Agreement, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement, (iii) that would prohibit or materially and adversely affect the performance by the Manager of its obligations under, or the validity or enforceability of, this Agreement or (iv) seeking any determination or ruling that would adversely affect the validity and enforceability of this Agreement; and

(f)                No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Manager of, or compliance by the Manager with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the date of this Agreement or the failure of which to obtain would not materially and adversely affect the condition (financial or otherwise) or the operation of the Manager or its assets or would reasonably be expected to have consequences that would materially and adversely affect the performance of its obligations and duties hereunder.

5.                  Compensation of the Manager.

(a)               For the services rendered under this Agreement, the Company shall pay a base management fee (the “Base Management Fee”), as described in Section 5(b) below, and an incentive management fee (the “Incentive Fee”), as described in Section 5(c) below, to the Manager. The Base Management Fee and the Incentive Fee will be calculated and payable quarterly with respect to each calendar quarter (or part thereof that this Agreement is in effect) in arrears in cash.

(b)               The Base Management Fee shall equal 1.5% of the Ajax consolidated stockholders’ equity per annum. For purposes of calculating the management fee, consolidated stockholders’ equity means: the net proceeds, after deducting underwriting discounts and commissions and offering expenses payable by the Company, from any issuances of equity securities (including common stock and preferred stock), equity-linked securities (including convertible securities) and debt securities or loans that were used to replace preferred stock or convertible securities, issued by Ajax or the Operating Partnership (without double counting) since inception (allocated on a pro rata daily basis for such issuances (including any greenshoe related thereto) during the fiscal quarter of any such issuance), less (A) any amount that Ajax or the Operating Partnership pays to repurchase its common stock or units since inception, and (B) retained earnings, if negative, as of the most recent prior completed quarter in which this Agreement is effective, in each case after discussions between the Manager and the Ajax Independent Directors and approval by a majority of the Ajax Independent Directors. As a result of the calculation of consolidated stockholders’ equity set forth above, the Ajax stockholders’ equity, for purposes of calculating the Base Management Fee, could be greater or less than the amount of stockholders’ equity shown on Ajax’s consolidated financial statements. For the avoidance of doubt, any amounts deemed as a return of capital from dividends paid (determined in accordance with tax guidelines), shall not be considered a repurchase of stock. See Appendix I for the stockholders’ equity calculation as of December 31, 2023.

(i)                For the purposes of this Agreement, “Ajax Independent Directors” shall mean the members of the Ajax Board of Directors who are not officers, employees or beneficial owners (or officers or employees of beneficial owners), directly or indirectly, of more than 5% of the equity interests in (A) the Manager or any other entity with which the Company has a material contractual relationship or (B) any person or entity directly or indirectly controlling, controlled by or under common control with the Manager, and who are otherwise “independent” in accordance with Ajax’s organizational documents and the requirements of any securities exchange on which the equity of Ajax may then be listed.

(ii)              The Manager will compute each quarterly installment of the Base Management Fee within 30 days after the end of the calendar quarter with respect to which such installment is payable and promptly deliver such calculation to the Ajax Board of Directors. The amount of the installment shown in the calculation will be due and payable no later than the date which is five Business Days after the date of delivery of such computation to the Ajax Board of Directors.

(c)               The Manager will be entitled to the Incentive Fee, which is payable quarterly in arrears in cash in an amount equal to 20% of the dollar amount by which (i) Earnings Available for Distribution (as defined below) exceeds the product of (A) the average common book value per share (excluding fair value marks, impairments, transaction/ deal expenses and associated tax impact and such other items that in the judgment of the Company officers should be excluded) of the common stock of Ajax (“Ajax Common Stock”) during such calendar quarter and (B) 8%. Notwithstanding either of the foregoing, no Incentive Fee will be payable to the Manager with respect to any period unless the Company’s cumulative Earnings Available for Distribution is greater than zero for the most recently completed four calendar quarters (which cumulative Earnings Available for Distribution shall be reset at the completion of every fourth quarter following the date hereof and each subsequent fourth quarter thereafter (each, a “Reset Date”) so as not to take into account prior calendar quarters), or, if less, (i) the number of completed calendar quarters since the date hereof or (ii) the number of completed calendar quarters since the last Reset Date.

(i)                “Earnings Available for Distribution” is a non-GAAP financial measure and is defined as net income (loss) as determined according to GAAP, excluding tax-effected, non-cash equity compensation expense and any unrealized gains or losses from mark-to-market valuation changes (including impairments) that are included in net income for the applicable period. The amount will be adjusted to exclude on a tax-effected basis (A) one-time events pursuant to changes in GAAP, (B) transaction and deal expenses that in the opinion of the Manager should be excluded for purposes of calculating Earnings Available for Distribution and be amortized over the life of the related investment / transaction, and (C) non-cash items (including depreciation and amortization) that in the judgment of the Company’s officers should not be included in Earnings Available for Distribution, which adjustments in clauses (A), (B) and (C) shall only be excluded after discussions between the Manager and the Ajax Independent Directors and after approval by a majority of the Ajax Independent Directors. Book value per share of Ajax Common Stock shall be as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP.

(d)               Notwithstanding the foregoing, the Company, in its sole and absolute discretion, may separately compensate any of the Manager’s officers or employees in the form of equity awards granted under and in accordance with the terms of any of the Company’s equity incentive plans in place from time to time.

6.                  Reimbursement of Expenses.

(a)               In addition to the Base Management Fee and the Incentive Fee described in Section 5 above, the Company shall pay all of its costs and expenses and, if applicable, shall reimburse the Manager (to the extent incurred by the Manager) on a monthly basis for the costs and expenses of providing services under this Agreement. Without limiting the foregoing, the Company shall pay and, if applicable, shall reimburse the Manager (to the extent incurred by the Manager) and retain all responsibility for costs and expenses relating to:

(i)                 the organization and corporate governance of Ajax, the Operating Partnership or any of the respective subsidiaries thereof;

(ii)              the cost and expenses of any valuation firm calculating the net asset value of Ajax, the Operating Partnership or any other respective subsidiaries thereof;

(iii)             fees and expenses payable to third parties, including, but not limited to, lawyers, accountants, auditors, agents, consultants or other advisors, in monitoring financial and legal affairs for Ajax, the Operating Partnership or any of their respective subsidiaries thereof;

(iv)             all costs and expenses of money borrowed by Ajax, the Operating Partnership or any of their respective subsidiaries, including interest payable on debt, if any, incurred to finance investments in Real Estate Assets by Ajax, the Operating Partnership or any of their respective subsidiaries and any other principal, interest and the costs associated with the establishment and maintenance of any credit facilities, warehouse loans, repurchase agreements and other indebtedness of Ajax, the Operating Partnership or any of their respective subsidiaries (including commitment fees, accounting fees, legal fees, closing and other costs and expenses);

(v)               all legal, audit, accounting, consulting, underwriting, brokerage, listing, filing, custodian, transfer agent, rating agency, registration and other fees and charges, printing, engraving and other expenses and taxes incurred in connection with offerings of the equity or other securities of Ajax, the Operating Partnership or any of their respective subsidiaries;

(vi)             management and incentive fees payable to third parties;

(vii)            fees and expenses payable to third parties, including, but not limited to, lawyers, accountants, auditors, agents, consultants or other advisors (which may include affiliates of or businesses owned by the Manager, in which case such fees shall be no more favorable to such affiliate or business than would be obtained from a third party on an arm’s-length basis) and any loan servicing fees, trustee fees, appraisal fees, insurance premiums, commitment fees, brokerage fees, guaranty fees, ad valorem taxes, costs of diligence, foreclosure, maintenance, repair and improvement of property and premiums for insurance on property owned or leased by Ajax, the Operating Partnership or any of their respective subsidiaries, in each case, relating to, or associated with, evaluating and making and monitoring investments in Real Estate Assets;

(viii)            transfer agent and custodial fees;

(ix)               federal, state and local registration fees;

(x)               should the capital stock or other securities of Ajax, the Operating Partnership or any other respective subsidiaries thereof be listed on any securities exchange, all legal, audit, accounting, consulting, underwriting, brokerage, listing, filing, custodian, transfer agent, rating agency, registration and other fees and charges, printing, engraving and other expenses and taxes incurred in connection with such registration and listing;

(xi)               federal, state and local taxes of the Company, including interest and penalties thereon;

(xii)             the costs and expenses incurred with respect to administering the Company’s incentive plans;

(xiii)            independent directors’ fees and expenses;

(xiv)            all travel and related expenses of directors, managers, officers and employees of Ajax, the Operating Partnership or any of their respective subsidiaries and the Manager, incurred in connection with attending meetings of the Ajax Board of Directors or holders of securities of Ajax, the Operating Partnership or any of their respective subsidiaries or performing other business activities that relate to Ajax, the Operating Partnership or any of their respective subsidiaries;

(xv)             costs of preparing and filing reports or other documents required by the Securities and Exchange Commission or any other cost of compliance with federal or state securities laws;

(xvi)            all expenses relating to communications to holders of equity securities or debt securities issued by the Ajax, the Operating Partnership or any of their respective subsidiaries and the other third party services utilized in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies (including, without limitation, the Securities and Exchange Commission), including any costs of computer services in connection with this function and the costs of any reports, proxy statements or other notices to stockholders, if applicable, including printing costs;

(xvii)           all insurance costs incurred in connection with the operation of the businesses of Ajax, the Operating Partnership or any of their respective subsidiaries, including the portion of the directors and officers/errors and omissions liability insurance, and any other insurance premiums incurred by the Manager and allocable to Ajax, the Operating Partnership or any other respective subsidiaries thereof;

(xviii)          direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, accountants and outside legal costs, and, as applicable, the design and maintenance of the Company’s website or sites and associated with any computer software, hardware, electronic equipment or purchased information technology services from third party vendors;

(xix)            costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;

(xx)              costs incurred for originating, acquiring, owning and managing Real Estate Assets and protecting, maintaining, financing, refinancing, developing, modifying and disposing of Real Estate Assets, including servicing loans and property management (which costs may be payable to an affiliate or other subsidiary of the Manager, in which case such costs shall be no more favorable to such affiliate or other subsidiary than would be obtained from a third party on an arm’s-length basis);

(xxi)             all third-party legal, accounting and auditing fees and expenses and other similar services relating to Ajax’s, the Operating Partnership’s or any of their respective subsidiaries’ operations (including, without limitation, all quarterly and annual audit or tax fees and expenses);

(xxii)            all third-party legal, expert and other fees and expenses relating to any actions, proceedings, lawsuits, demands, causes of action and claims, whether actual or threatened, made by or against Ajax, the Operating Partnership or any of their respective subsidiaries, or which Ajax, the Operating Partnership or any of their respective subsidiaries is authorized or obligated to pay under applicable law or its organizational documents or by the Ajax Board of Directors;

(xxiii)          any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against Ajax, the Operating Partnership or any of their respective subsidiaries, or against any director, manager or officer of Ajax, the Operating Partnership or any of their respective subsidiaries in its capacity as such for which Ajax, the Operating Partnership or any of their respective subsidiaries is required to indemnify such director, manager or officer by any court or governmental agency, or settlement of pending or threatened proceedings;

(xxiv)          all expenses of organizing, modifying or dissolving Ajax, the Operating Partnership or any of their respective subsidiaries and costs preparatory to entering into a business or activity, or of winding up or disposing of a business activity of Ajax, the Operating Partnership or any of their respective subsidiaries, if any;

(xxv)           expenses relating to any office or office facilities, including disaster backup recovery sites and facilities, maintained for Ajax, the Operating Partnership or any of their respective subsidiaries separate from the offices of the Manager; and

(xxvi)          all other costs and expenses incurred by the Manager that are reasonably necessary to administer the business of Ajax, the Operating Partnership or any subsidiary thereof under this Agreement.

(b)               Notwithstanding Section 6(a), if the Company requires services that are not expressly contemplated by the Agreement (as an example, but not as a limitation, if the Company enters into a joint venture or other strategic arrangement with third-party, unaffiliated entities, including any joint venture or arrangement that is not consolidated on the Company’s financial statements), the Company shall enter into a letter agreement, which shall be subject to approval by the Ajax Independent Directors, or by a designated Ajax Independent Director, pursuant to which, the Company will pay or, if applicable, reimburse the Manager (to the extent incurred by the Manager) for any and all of the Manager’s costs and expenses incurred (and not otherwise reimbursable from another entity) in connection with providing services relating to the initial entry to any such arrangement.

(c)               The Company, at the option of the Manager, will be required to pay its pro rata portion of the rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses attributable to the personnel of the Manager and its affiliates required for the operations of Ajax, the Operating Partnership and their respective subsidiaries. These expenses will be allocated to the Company based upon the percentage of time devoted by such personnel of the Manager or its affiliates to Ajax’s, the Operating Partnership’s and their respective subsidiaries’ as calculated at each fiscal quarter end. The Manager and the Company may modify this allocation methodology, subject to the Ajax Independent Directors’ approval. Except as set forth in Section 2(d), the Manager is not entitled to be reimbursed for wages, salaries and benefits of its officers and employees.

(d)               To the extent the Manager incurs any expense in connection with the performance of its duties hereunder that (x) benefits the Company and any other funds, entities or accounts that are managed by an affiliate of the Manager and (y) is reimbursable by the Company under this Agreement, such expense shall be allocated among the Company and such other funds, entities or accounts in a manner determined in good faith by the Manager to reflect the relative benefits to the Company and such funds, entities or accounts resulting from such expense, including, for example, in the case of most expenses, in proportion to the relative net asset values of the entities that are benefited.

(e)               The Manager may engage contractors or any of its own personnel or affiliates, for and on behalf, and at the sole cost and expense, of the Company to provide professional services related to any of the services provided by the Manager hereunder, or to provide any secretarial, administrative, telephone, e-mail or other services necessary or ancillary to the services provided by the Manager hereunder, as the Manager deems necessary or advisable in connection with the management and operations of Ajax, the Operating Partnership and their respective subsidiaries pursuant to agreement(s) with terms which are then customary for agreements regarding the provision of services to companies that have assets similar in type, quality and value to the assets of Ajax, the Operating Partnership and their respective subsidiaries; provided that any such agreements entered into with affiliates of the Manager shall be on terms no more favorable to such affiliate than would be obtained from a third party on an arm’s-length basis; provided further, that without the prior approval of the Ajax Independent Directors, the Manager shall not be permitted to outsource to a non-affiliate its responsibility for the ultimate investment acquisition and disposition decisions of the Company and compliance with investment guidelines approved by the Ajax Board of Directors and any risk parameters and other policies applicable to the provision of services to the Company by the Manager adopted by the Ajax Board of Directors from time to time.

(f)                The Manager shall prepare a written statement in reasonable detail documenting the costs and expenses of the Company and those incurred by the Manager on behalf of the Company during each month, and shall deliver such written statement to the Company within 30 days after the end of each month. The Company shall pay all amounts payable to the Manager pursuant to this Section 6 in cash within five Business Days after the receipt of the written statement without demand, deduction offset or delay. Any costs and expense reimbursements by the Company in accordance herewith shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company. In connection therewith, the Manager shall prepare and deliver to the Audit Committee of the Ajax Board of Directors within 30 days after the conclusion of each such annual audit, a list of adjustments made as a result of, or in preparation for, the audit. The Audit Committee of the Board of Directors shall determine, within 30 days after receipt of such list, whether funds should be refunded by the Manager to the Company or paid by the Company to the Manager, or if any accruals for the next fiscal year should be adjusted.

(g)               The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods.

(h)               Notwithstanding anything contained in this Agreement to the contrary, except to the extent that the payment of additional monies is proven by the Company to have been required as a direct result of the Manager’s acts or omissions that result in the right of the Company to terminate this Agreement pursuant to Section 13 of this Agreement, the Manager shall not be required to expend money (“Excess Funds”) in connection with any expenses that are required to be paid for or reimbursed by the Company pursuant to this Agreement in excess of that contained in any applicable Company Account or otherwise made available by the Company to be expended by the Manager hereunder. Failure of the Manager to expend Excess Funds out-of-pocket shall not give rise or be a contributing factor to the right of the Company under Section 12(b) of this Agreement to terminate this Agreement due to the Manager’s unsatisfactory performance.

7.             Regulatory Matters. Each of Ajax and the Operating Partnership acknowledges that the Manager is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended, but that it could be required to so register. The Manager agrees that its activities will at all times be in compliance in all material respects with all applicable federal, state and local laws governing its operations and investments.

8.            Other Activities of the Manager. The Manager and its affiliates, officers, managers, directors and employees may engage in any other business or render similar or different services to others, including the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured so long as its services to the Company are not materially impaired thereby. Nothing in this Agreement shall limit or restrict the right of any manager, director, member, stockholder, partner, officer or employee of the Manager or any of its affiliates to engage in any other business or to devote his, her or its 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. Nothing in this Agreement shall in any way bind or restrict the Manager or any of its affiliates or any of their members, stockholders, managers, partners, personnel, officers, directors, employees or consultants from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Manager or any of its affiliates, or any of their members, stockholders, managers, partners, personnel, officers, directors, employees or consultants may be acting. It is understood that directors, officers, employees, partners and shareholders of Ajax or the Operating Partnership are or may become interested in the Manager and its affiliates, as directors, officers, employees, partners, shareholders, members, managers or otherwise, and that the Manager and directors, officers, employees, partners, stockholders, members and managers of the Manager and its affiliates are or may become similarly interested in Ajax or the Operating Partnership as shareholders, members or partners or otherwise.

9.             Responsibility of Dual Directors, Officers and/or Employees. If any person who is a manager, director, member, stockholder, partner, officer or employee of the Manager or any of its affiliates is or becomes a director, manager, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, director, member, stockholder, partner, officer and/or employee of the Manager shall be deemed to be acting in such capacity solely for the Company, as applicable, and not as a manager, partner, officer or employee of the Manager or under the control or direction of the Manager, even if paid by the Manager.

10.          Limitation of Liability of the Manager; Indemnification. The Manager and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Manager (collectively, the “Indemnified Parties”) shall not be liable to Ajax, the Operating Partnership or any of their respective subsidiaries for any action taken or omitted to be taken by the Manager in connection with the performance of any of its duties or obligations under this Agreement or otherwise as the Manager of Ajax, the Operating Partnership or any of their respective subsidiaries with respect to the receipt of compensation for services, and each of Ajax and the Operating Partnership shall indemnify, defend and protect the Indemnified Parties and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (“Losses”) incurred by the Indemnified Parties in connection with 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 Operating Partnership, its members, or Ajax or its shareholders, or any of their respective subsidiaries or their respective equity holders) arising out of or otherwise based upon the performance of any of the Manager’s duties or obligations under this Agreement or otherwise as Manager of the Company; provided, that nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any Losses incurred by the Indemnified Parties to have resulted primarily from the willful misconduct, bad faith or gross negligence in the performance of the Manager’s duties and obligations under this Agreement or reckless disregard of the Manager’s duties and obligations under this Agreement, as determined in a final non-appealable order of a court of competent jurisdiction; provided, however, that, to the extent permitted by applicable law, the Indemnified Parties shall not be responsible for Losses which in the aggregate are in excess of the amount of all fees actually received by the Manager from Ajax, the Operating Partnership or any of their respective subsidiaries under this Agreement.

11.           No Joint Venture. Nothing in this Agreement shall be construed to make Ajax, the Operating Partnership and the Manager partners or joint venturers or impose any liability as such on any of them.

12.           Term; Termination.

(a)               This Agreement shall be in effect until June 11, 2027 (the “Initial Term”) and shall be automatically renewed for a successive two-year term each anniversary date thereafter (a “Renewal Term”) unless terminated by a party in accordance with this Section 12 or 13.

(b)               Subject to Section 13 below, the Company may either terminate this Agreement without cause or, at the expiration of its term, elect not to renew this Agreement upon the determination of at least two-thirds of the Ajax Independent Directors that there has been unsatisfactory performance by the Manager that is materially detrimental to the Company pursuant to the following procedure. If the Company elects to terminate this Agreement without cause or not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company, shall deliver to the Manager prior written notice of its determination to terminate this Agreement without cause or its intention not to renew this Agreement based upon the terms set forth in this Section 12(b) not less than 180 days prior to the termination date or expiration of the then existing term, as applicable, which notice shall designate the date, not less than 180 days from the date of the notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such date.

(c)               In recognition of the level of the upfront effort required by the Manager to structure and acquire the assets of the Company and the ongoing commitment of resources by the Manager, in the event that this Agreement is terminated by the Company in accordance with the provisions of Section 12(b) of this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”). The Termination Fee will be equal to three times the combined Base Management Fees plus the higher of (i) three times the Incentive Fees earned by the Manager during the 12-month period immediately preceding the date of termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination, and (ii) the total amount of Incentive Fee that the Manager would have earned based on the total unrealized gain calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement.

(d)               The Manager may terminate the Agreement without cause by providing written notice to Ajax no later than 180 days prior to the expiration of the Initial Term or any Renewal Term. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 12(d).

(e)               If this Agreement is terminated pursuant to Section 12, such termination shall be without any further liability or obligation of any party to the others, except with respect to the obligations provided in Sections 1(f), this Section 12, 13(b), 13(c) and 14 of this Agreement. In addition, Sections 10, 15 through 17, and 19 through 29 of this Agreement shall survive termination of this Agreement.

13.           Termination for Cause.

(a)               Ajax or the Operating Partnership may terminate this Agreement effective upon 30 days’ prior written notice of termination from the Ajax Board of Directors to the Manager, without payment of any Termination Fee, if

(i)                the Manager, its agents or its assignees materially breaches any provision of this Agreement and such breach shall continue for a period of 30 days after written notice thereof specifying such breach and requesting that the same be remedied in such 30-day period (or 60 days after written notice of such breach if the Manager takes steps to cure such breach within 30 days of the written notice);

(ii)               the Manager commits fraud against the Company, misappropriates or embezzles funds of the Company, or acts, or fails to act, in a manner constituting bad faith, willful misconduct, gross negligence or reckless disregard in the performance of its duties under this Agreement; provided, however, that if any of the actions or omissions described in this clause (ii) are caused by an employee, personnel and/or officer of the Manager or one of its affiliates and the Manager (or such affiliate) takes all necessary and appropriate action against such person and cures the damage caused by such actions or omissions within 30 days of the Manager’s actual knowledge of its commission or omission, the Company shall not have the right to terminate this Agreement pursuant to this Section 13(a)(ii);

(iii)              the Manager is cited by a governmental authority for materially violating any law governing the performance of a service under this Agreement, which violation cannot be or has not been cured by the 30^th day from the Company’s delivery of written notice of such citation to the Manager;

(iv)             there is a dissolution of the Manager;

(v)               the Manager commences a voluntary case or proceeding under any bankruptcy law, consents to the commencement of any bankruptcy or insolvency case or proceeding against it, or files a petition or answer or consent seeking reorganization or relief against it, consents to the entry of a decree or order for relief against it in an involuntary case or proceeding, consents to the filing of such petition or to the appointment of or taking possession by a custodian of the Manager or for all or substantially all of its property, or makes an assignment for the benefit of creditors, or admits in writing of its inability to pay its debts generally as they become due or takes any corporate action in furtherance of any such action; or

(vi)              a court of competent jurisdiction enters an order or decree under any bankruptcy law that is for relief against the Manager in an involuntary case or proceeding, or adjudges the Manager bankrupt or insolvent, or approves as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Manager, or appoints a custodian of the Manager or for all or substantially all of its property, or orders the winding up or liquidation of the Manager, and any such decree or order for relief or any such other decree or order continues unstayed and in effect for a period of 120 consecutive days.

(b)               The Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to Ajax in the event that the Company shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 30-day period (or 60 days after written notice of such breach if the Company takes steps to cure such breach within 30 days of the written notice). The Company is required to pay to the Manager the Termination Fee if the termination of this Agreement is made pursuant to this Section 13(b).

(c)               The Manager may terminate this Agreement in the event Ajax or the Operating Partnership becomes regulated as an “investment company” under the Investment Company Act, with such termination deemed to have occurred immediately prior to such event. The Company shall pay to the Manager the Termination Fee in the event that this Agreement is terminated pursuant to this Section 13(c); provided that no Termination Fee will be payable in the event that the requirement that Ajax or the Operating Partnership be regulated as an “investment company” resulted from the failure of the Manager to invest or operate the assets of the Company in accordance with guidelines approved by the Board of Directors of Ajax.

14.           Action Upon Termination. From and after the effective date of termination of this Agreement, pursuant to Sections 12 or 13 of this Agreement, the Manager shall not be entitled to compensation for further services under this Agreement, but shall be paid all compensation accruing to the date of termination and any applicable Termination Fee. Upon any termination of this Agreement for any reason, unless Ajax otherwise requests, the Manager shall use reasonable efforts to cooperate with the Company or any persons or entity designated by the Ajax Board of Directors to succeed the Manager as the manager of the Company (a “Successor Manager”) to accomplish an orderly transfer of the operation and management of the Company and its investment activities to such Successor Manager.

15.           Confidentiality. The Manager shall keep confidential any and all non-public information, written or oral, obtained by it in connection with the services rendered hereunder (“Confidential Information”) and shall not disclose Confidential Information, in whole or in part, to any person other than to its affiliates and its and their respective members, stockholders, managers, partners, personnel, officers, directors, employees, consultants, agents, advisors and representatives who need to know such Confidential Information for the purpose of rendering services hereunder, except that the Manager may disclose Confidential Information: (a) to the Company, its subsidiaries and affiliates; (b) with the prior written consent of the Ajax Board of Directors; (c) to legal counsel, accountants and other professional advisors; (d) to appraisers, creditors, financing sources, trading counterparties, other counterparties, third-party service providers to the Company, and others (in each case, both those actually doing business with the Company and those with whom the Company seeks to do business) in the ordinary course of the Company’s business; (e) to governmental officials having jurisdiction over the Company; (f) in connection with any governmental or regulatory filings of the Company or disclosure or presentations to Company investors; or (g) as required by law or legal process to which the Manager or any person to whom disclosure is permitted hereunder is a party. If, failing the entry of a protective order or the receipt of a waiver hereunder, the Manager is required to disclose Confidential Information, the Manager may disclose without liability hereunder only that portion of such information that is legally required; provided, that the Manager agrees to exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything herein to the contrary, each of the following shall be deemed to be excluded from this Section 15: any Confidential Information that (i) is or becomes available to the public from a source other than the Manager not resulting from the Manager’s violation of this Section 15, (ii) is released by the Company to the public or to persons who are not under similar obligations of confidentiality to the Company or (iii) is obtained by the Manager from a third party without, to the best of the Manager’s actual knowledge, breach by such third party of an obligation of confidence with respect to the Confidential Information disclosed. The Manager agrees to inform each of its officers, employees and agents of the nonpublic nature of the Confidential Information and to direct such persons to treat such Confidential Information in accordance with the terms hereof. The provisions of this Section 15 shall survive the expiration or earlier termination of this Agreement for a period of one year.

16.           Taxes. Each party hereto shall be responsible for the cost of any sales, use, privilege and other transfer or similar taxes imposed upon that party as a result of the transactions contemplated hereby. Any amounts payable under this Agreement are exclusive of any goods and services taxes, value added taxes, sales taxes or similar taxes (“Sales Taxes”) now or hereinafter imposed on the performance or delivery of services, and an amount equal to such taxes so chargeable shall, subject to receipt of a valid receipt or invoice as required below in this Section 16, be paid by the Company to the Manager in addition to the amounts otherwise payable under this Agreement. In each case where an amount in respect of Sales Tax is payable by the Company in respect of a service provided by the Manager, the Manager shall furnish in a timely manner a valid Sales Tax receipt or invoice to the Company in the form and manner required by applicable law to allow the Company to recover such tax to the extent allowable under such law. Additionally, if the Manager is required to pay “gross-up” on withholding taxes with respect to provision of the services, such taxes shall be billed separately as provided above and shall be owing and payable by the Company. Any applicable property taxes resulting from provision of the services shall be payable by the party owing or leasing the asset subject to such tax.

17.           Public Announcements. No party shall make, or cause to be made, any press release or public announcement or otherwise communicate with any news media in respect of this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other parties unless otherwise required by law, in which case the party making the press release, public announcement or communication shall, to the extent reasonably practicable and permitted by law, give the other parties reasonable opportunity to review and comment thereon.

18.           Intellectual Property. All intellectual property of the Manager used by the Manager in performing its obligations under this Agreement shall remain the property of the Manager. All intellectual property of the Company shall remain the property of the Company.

19.           Binding Nature of Agreement; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. This Agreement shall not be assigned by the Company without the prior written consent of the Manager, except in the case of assignment by the Company to another REIT or other organization which is a successor (by merger, consolidation, purchase of assets, or other transaction) to the Company, in which case such successor organization shall be bound under this Agreement and by the terms of such assignment in the same manner as the Company is bound under this Agreement. This Agreement shall terminate automatically in the event of its assignment, in whole or in part, by the Manager, unless such assignment is consented to in writing by the Company with the approval of a majority of the Ajax Independent Directors. The Manager may, without the approval of the Ajax Independent Directors, (a) assign this Agreement to an affiliate of the Manager and (b) delegate to one or more of its affiliates the performance of any of its responsibilities hereunder so long as it remains liable for any such affiliate’s performance, in each case so long as assignment or delegation does not require the Company’s approval under the Investment Company Act (but if such approval is required, the Company shall not unreasonably withhold, condition or delay its consent). Nothing contained in this Agreement shall preclude any pledge, hypothecation or other transfer of any amounts payable to the Manager under this Agreement. Any purported assignment in violation of this Section 19 shall be void and shall constitute a material breach of this Agreement.

20.           Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by facsimile), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered against receipt or upon actual receipt of (a) personal delivery, (b) delivery by reputable overnight courier, (c) delivery by electronic mail (if no notice of error or non-delivery is generated) or (d) delivery by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below (or to such other address as may be hereafter notified by the respective parties hereto in accordance with this Section 20):

The Company:

Great Ajax Corp.

13190 SW 68th Parkway

Suite 110

Tigard, OR 97223

Attention: Lawrence Mendelsohn

Email: Larry@aspencapital.com

with a copy to:

Mayer Brown LLP

1221 Avenue of the Americas

New York, New York 10020

Attention: Anna T. Pinedo

E-mail: apinedo@mayerbrown.com

The Manager:

RCM GA Manager LLC

c/o Rithm Capital Corp.

799 Broadway

New York, New York 10003

Attention: Philip Sivin

Email: psivin@rithmcap.com

with a copy to:

Sidley Austin LLP

2021 McKinney Avenue, Suite 2000

Dallas, Texas 75201

Attention: William D. Howell; Courtney J. Gilberg

Email: bhowell@sidley.com; cgilberg@sidley.com

21.           Business Day. For the purposes of this Agreement, “Business Day” means any day other than (i) a Saturday or a Sunday, or (ii) a day on which the New York Stock Exchange or Board of Governors of the Federal Reserve is closed.

22.           Force Majeure. Neither party hereto shall be in default of this Agreement by reason of its delay in the performance of, or failure to perform, any of its obligations hereunder if such delay or failure is caused by strikes, acts of God, acts of the public enemy, acts of terrorism, riots or other events that arise from circumstances beyond the reasonable control of that party. During the pendency of such intervening event, each of the parties hereto shall take all reasonable steps to fulfill its obligations hereunder by other means and, in any event, shall upon termination of such intervening event, promptly resume its obligations under this Agreement.

23.           Waivers; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of a party hereto, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. No term or provision of this Agreement may be amended, waived or modified unless such waiver or modification is in writing and signed by the party against whom such amendment, waiver or modification is sought to be enforced.

24.          Amendments. This Agreement may not be amended, supplemented or modified except by mutual written consent of the parties.

25.           Entire Agreement; Governing Law; Jurisdiction; Jury Trial Waiver. This Agreement (together with all agreements, documents and instruments referenced herein) contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the state of New York without regard to any conflicts of law provisions. The parties agree that the courts of the State of New York and the United States District Court for any district within such state shall have exclusive jurisdiction for any litigation, action or judgment relating to this Agreement, any of the transactions contemplated hereby or the rights and obligations of the parties hereunder. Each of the parties to this Agreement ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY waives TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of this Agreement OR THE TRANSACTIONS CONTEMPLATED HEREBY.

26.           Counterparts. This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

27.           Section Headings. The section and subsection headings in this Agreement are for convenience in reference only and shall not be deemed to alter or affect the interpretation of any provisions hereof.

28.          Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

29.           Construction. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The words include, includes and including shall be deemed to be followed by the phrase “without limitation.”

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above by their duly authorized representatives.

	GREAT AJAX CORP.

	By:	/s/ Lawrence Mendelsohn
	Name:	Lawrence Mendelsohn
	Title:	Chief Executive Officer

	GREAT AJAX OPERATING PARTNERSHIP, LP

	Great Ajax Operating LLC, general partner

	By:	Great Ajax Corp., managing member

	By:	/s/ Lawrence Mendelsohn
	Name:	Lawrence Mendelsohn
	Title:	Chief Executive Officer

	RCM GA MANAGER LLC

	By:	/s/ Nicola Santoro, Jr.
	Name:	Nicola Santoro, Jr.
	Title:	Chief Financial Officer

Cover	Jun. 11, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 11, 2024
Entity File Number	001-36844
Entity Registrant Name	GREAT AJAX CORP.
Entity Central Index Key	0001614806
Entity Tax Identification Number	46-5211870
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	799 Broadway
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10003
City Area Code	212
Local Phone Number	850-7770
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	AJX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Former Address [Member]
Document Information [Line Items]
Entity Address, Address Line One	13190 SW 68th Parkway
Entity Address, Address Line Two	Suite 110
Entity Address, City or Town	Tigard
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97223

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