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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):
October 20, 2023
GREAT AJAX CORP.
(Exact name of registrant as specified in charter)
| Maryland |
|
001-36844 |
|
46-5211870 |
(State
or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS
Employer Identification No.) |
13190 SW 68th Parkway
Suite 110
Tigard, OR 97223
(Address
of principal executive offices)
Registrant’s
telephone number, including area code:
503- 505-5670
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbols |
|
Name
of each exchange on which registered |
| Common stock, par value $0.01 per share |
AJX |
New York Stock Exchange |
| 7.25% Convertible Senior Notes due 2024 |
AJXA |
New York Stock Exchange |
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 (see General Instruction A.2. below):
| ¨ |
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)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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
October 20, 2023, Great Ajax Corp. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with Ellington Financial Inc. (“EFC”), pursuant to which the Company agreed to sell and issue to EFC, in
a registered direct offering (the “Registered Offering”), an aggregate of 1,666,666 shares of common stock, $0.01 par
value per share, of the Company, at a purchase price per share of $6.60 (the “Shares”).
The aggregate proceeds to the Company from the Registered Offering are expected to be approximately $11.0 million, before deducting estimated offering expenses payable by the Company. The Company intends to use the proceeds from the sale of the Shares
to acquire mortgage-related assets having characteristics substantially similar to those comprising the Company’s loan portfolio,
subject to the availability of appropriate investment opportunities consistent with the Company’s objectives. Pending these uses,
the Company intends to invest the net proceeds in readily marketable, interest bearing, short-term investment grade securities or money
market accounts that are consistent with the Company’s intention to qualify as a real estate investment trust for U.S. federal income
tax purposes. Such temporary investments are expected to provide a lower net return than the Company anticipates achieving from the Company’s
targeted investments.
The Shares were offered by the Company pursuant to the Company’s shelf registration statement on Form S-3 (File
No. 333-240999) and a prospectus supplement dated October 20, 2023.
The Purchase Agreement contains customary representations,
warranties, covenants and agreements by the Company and EFC. The representations, warranties and covenants contained in the Purchase
Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties
to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the
Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any Shares, nor shall there
be any sale of the Shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other jurisdiction.
A copy of the legal opinion and consent of Mayer Brown LLP, counsel
to the Company, relating to the Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning
of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in
nature and can be identified by words such as “believe,” “expect,” “anticipate,” “estimate,”
“project,” “plan,” “continue,” “intend,” “should,” “would,” “could,”
“goal,” “objective,” “will,” “may,” “seek” or similar expressions or their
negative forms. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are
beyond our control. Forward-looking statements speak only as of the date they are made. The Company does not assume any duty or obligation
(and does not undertake) to update or supplement any forward-looking statements. Because forward-looking statements are, by their nature,
to different degrees, uncertain and subject to numerous assumptions, risks and uncertainties, actual results or future events, circumstances
or developments could differ, possibly materially, from those that the Company anticipated in its forward-looking statements, and future
results and performance could differ materially from historical performance. Factors that could cause or contribute to such differences
include, but are not limited to, those set forth in the section entitled “Risk Factors” in the Company’s most recent
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC, and other reports filed by the Company with the SEC,
copies of which are available on the SEC’s website, www.sec.gov. The list of factors presented here is not, and should not be, considered
a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization
of forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
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. |
| Date: October 20, 2023 |
|
|
| |
|
|
| |
By: |
/s/ Mary Doyle |
| |
Name: |
Mary Doyle |
| |
Title: |
Chief Financial Officer |
Exhibit 5.1
| |
 |
| October 20, 2023 |
Mayer Brown LLP
1221 Avenue of the Americas
New York, NY 10020-1001
United States of America
T: +1 212 506 2500
F: +1 212 262 1910
www.mayerbrown.com |
Great Ajax Corp.
13190 SW 68th Parkway, Suite 110
Tigard, OR 97223
|
| Re: |
Great Ajax Corp.
Registration Statement on Form S-3 (333-240999) |
Ladies and Gentlemen:
We have acted as counsel to
Great Ajax Corp., a Maryland corporation (the "Company"), in connection with the prospectus supplement dated October 20, 2023
(the “Prospectus Supplement”), being a supplement to the base prospectus contained in the Registration Statement on Form S-3
(Registration No. 333-240999) (the “Registration Statement”) relating to the registration of shares of the Company’s
common stock, par value $0.01 per share and certain other securities of the Company having an aggregate offering price of up to $150,000,000,
which was initially filed by the Company with the Securities and Exchange Commission (the "Commission") and the prospectus,
dated August 19, 2020 (the “Base Prospectus”). The Base Prospectus and the Prospectus Supplement are collectively referred
to as the “Prospectus.” Pursuant to the terms of a securities purchase agreement, dated as of October 20, 2023, by and between
Ellington Financial Inc., a Delaware corporation (“EFC”), and the Company (the “Securities Purchase Agreement”),
the Company has agreed to issue and sell 1,666,666 shares of the Company’s common stock, par value $0.01 per share (the “Shares”),
to EFC.
This opinion is delivered
to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended.
In connection with this opinion,
we have examined copies, certified or otherwise identified to our satisfaction, of: (i) the Articles of Amendment and Restatement, dated
June 30, 2014; (ii) the Bylaws of the Company, dated September 30, 2014; (iii) certain resolutions of the board of directors of the Company,
relating to the issuance and sale of the Shares; (iv) the Registration Statement; and (v) the Prospectus. In addition, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of certain other corporate records, documents, instruments
and certificates of public officials and of the Company, and we have made such inquiries of officers of the Company and public officials
and considered such questions of law as we have deemed necessary for purposes of rendering the opinion set forth herein.
In connection with this opinion,
we have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with
originals of all items submitted to us as copies. In making our examination of documents executed by parties other than the Company, we
have assumed that each other party has the power and authority to execute and deliver, and to perform and observe the provisions of, such
documents and has duly authorized, executed and delivered such documents, and that such documents constitute the legal, valid and binding
obligations of each such party. We also have assumed the integrity and completeness of the minute books of the Company presented to us
for examination. With respect to certain factual matters, we have relied upon certificates of officers of the Company.
Based upon, subject to and
limited by the foregoing, we are of the opinion that the Shares have been duly and validly authorized and, when and if issued and delivered
against payment therefor in the manner contemplated by the Registration Statement and the Prospectus, will be validly issued, fully paid
and nonassessable.
We express no opinion as to
matters governed by laws of any jurisdiction other than the laws of the State of New York, the State of Maryland, the Maryland General
Corporation Law, and the federal laws of the United States of America, as in effect on the date hereof.
We hereby consent to the filing
of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K to be filed with the Commission on or about October
20, 2023 which will be incorporated by reference in the Registration Statement, and to the reference to us under the caption “Legal
Matters” in the Prospectus, which is a part of the Registration Statement. In giving such consent, we do not hereby admit that we
are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission
thereunder.
Very truly yours,
/s/ MAYER BROWN LLP
MAYER BROWN LLP
Mayer Brown is a global
services provider comprising an association of legal practices that are separate entities including
Mayer Brown LLP (Illinois,
USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)
and Tauil & Chequer
Advogados (a Brazilian partnership).
Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement
(this “Agreement”), dated as of October 20, 2023, is made by and between Great Ajax Corp., a Maryland corporation
(the “Company”), and Ellington Financial Inc., a Delaware corporation (the “Purchaser”).
WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below),
the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company
as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Company and the Purchaser agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings
set forth in this Section 1.1:
“Action”
shall have the meaning ascribed to such term in Section 3.1(g).
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Board of Directors”
means the board of directors of the Company.
“Closing”
means the closing of the purchase and sale of the Shares pursuant to Section 2.1.
“Closing Date”
means the date hereof.
“Commission”
means the United States Securities and Exchange Commission.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Material Adverse
Effect” shall have the meaning assigned to such term in Section 3.1(a).
“Per Share Purchase
Price” equals $6.60 per share of common stock, $0.01 par value per share of the Company.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
“Prospectus”
means the final base prospectus filed pursuant to the Registration Statement.
“Prospectus Supplement”
means the prospectus supplement filed pursuant to the Registration Statement relating to the offering of the Shares pursuant to this Agreement.
“Purchase Price”
shall have the meaning ascribed to such term in Section 2.1.
“Registration Statement”
means the effective registration statement filed with the Commission on Form S-3 (File No. 333-240999), which registers the
sale of the Shares.
“Required Approvals”
shall have the meaning ascribed to such term in Section 3.1(c).
“Rule 424(b)”
means Rule 424(b) promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and
effect as such Rule.
“SEC Reports”
shall have the meaning ascribed to such term in Section 3.1(f).
“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares”
means the 1,666,666 shares of common stock, $0.01 par value per share, of the Company, issued and issuable to the Purchaser pursuant to
this Agreement.
“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed
or acquired after the date hereof.
“Trading Market”
means any of the following markets or exchanges on which the Shares are listed or quoted for trading on the date in question: the NYSE
American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any
successors to any of the foregoing).
“Transfer Agent”
means the current transfer agent of the Company, Equiniti Trust Company, LLC.
ARTICLE II
PURCHASE
AND SALE
2.1 Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees
to purchase, the Shares at the Per Share Purchase Price.
The total purchase price for
the Shares of $10,999,995.60 (the “Purchase Price”) shall be paid by wire transfer to the Company and upon satisfaction
of the covenants and conditions set forth herein, the Closing shall occur remotely by electronic transmission, the Company shall issue
the Shares registered in the Purchaser's name and address and released by the Transfer Agent directly to the account(s) identified
by the Purchaser on the signature page.
2.2 Deliveries.
(a) On
the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:
(i) this
Agreement duly executed by the Company;
(ii) a
copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via DTC’s
Deposit and Withdrawal at Custodian system (“DWAC”) the Shares registered in the Purchaser’s name;
(iii) the
Company’s wire instructions; and
(iv) the
Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).
(b) On
the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this
Agreement duly executed by the Purchaser; and
(ii) the
Purchase Price, which shall be made available for Delivery Versus Payment settlement.
2.3 Closing
Conditions.
(a) The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions:
(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless a specific date is
specified therein in which case the representations or warranties shall be accurate as of such date);
(ii) all
obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed;
and
(iii) the
delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b) The
obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions:
(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) on the Closing Date of the representations and warranties of the Company contained herein (unless a specific date is
specified therein in which case the representations or warranties shall be accurate as of such date);
(ii) all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and
(iv) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof.
ARTICLE III
REPRESENTATIONS
AND WARRANTIES
3.1 Representations
and Warranties of the Company. Except as set forth in the Company’s SEC Reports, the Company hereby makes the following representations
and warranties to the Purchaser:
(a) Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing,
and, if applicable under the laws of the jurisdiction in which they are formed, in good standing under the laws of the jurisdiction of
its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its
business as currently conducted , other than, in each case, where the failure to be so organized, validly existing, in good standing or
to have such power or authority would not reasonably be expected, individually or in the aggregate, to have a material adverse effect
on the (i) legality, validity or enforceability of this Agreement or the (ii) business, properties, management, financial position,
stockholders’ equity and the results of operations of the Company and its Subsidiaries taken as a whole or would materially and
adversely affect the ability of the Company to perform its obligations under this Agreement (such effect, a “Material Adverse Effect”).
Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles
of incorporation, bylaws, operating agreement, or other organizational or charter documents. Each of the Company and the Subsidiaries
is duly qualified to conduct business and is in good standing (to the extent such concept is applicable in such jurisdiction) as a foreign
corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected
to result in a Material Adverse Effect.
(b) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated by
this Agreement have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company,
the Board of Directors, any committee of the Board of Directors or the Company’s stockholders in connection herewith or therewith.
This Agreement has been duly executed by the Company and, when delivered, will constitute the valid and legally binding obligation of
the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(c) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection
with the execution, delivery and performance by the Company of this Agreement, other than: (i) the filing with the Commission of
the Prospectus Supplement, (ii) application to the New York Stock Exchange for the listing of the Shares for trading thereon in the
time and manner required by the New York Stock Exchange and (iii) such filings as are required to be made under applicable state
securities laws (collectively, the “Required Approvals”), all of which Required Approvals will be obtained or made
by the Company within the applicable periods prescribed therefor under applicable law, rule or regulation.
(d) Issuance
of the Shares; Registration. The Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will
be duly and validly issued, fully paid and non-assessable, free and clear of all Liens. The Company has prepared and filed the Registration
Statement in conformity with the requirements of the Securities Act, which Registration Statement became effective on August 19,
2020, including the Prospectus, and such amendments and supplements thereto as may have been required through and including the date of
this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness
of the Registration Statement or suspending or preventing the use of the Prospectus or the Prospectus Supplement has been issued by the
Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission.
The Company, if required by the rules and regulations of the Commission, shall file the Prospectus or Prospectus Supplement with
the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective as determined
under the Securities Act, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto
conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein
not misleading; and the Prospectus, Prospectus Supplement and any amendments or supplements thereto, at the time the Prospectus, the Prospectus
Supplement or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects
to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(e) Absence
of Rights to Participate. No Person has any right of first refusal, preemptive right, right of participation or any similar right
to participate in the transactions contemplated by this Agreement.
(f) SEC
Reports; Prospectus; Prospectus Supplement. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the one year preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference
therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension
of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates,
the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and
none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to
be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. In addition, any further documents so filed and incorporated by reference to the Prospectus and Prospectus Supplement,
when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the
applicable rules and regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading. In respect
of the material non-public information about the Company acquired by the Purchaser in connection with its due diligence referenced in
Section 3.2(h) hereof and the preliminary financial information relating to the quarter ended September 30, 2023 furnished
by the Company to the Purchaser in connection with the transaction contemplated by this Agreement, the Company represents to the Purchaser
that it shall have publicly disclosed all material non-public information in connection with the filing of its Quarterly Report on Form 10-Q
for the quarter ended September 30, 2023. The Company understands and confirms that the Purchaser shall be relying on the foregoing
representation in thereafter effecting transactions in securities of the Company. The Prospectus and Prospectus Supplement, when taken together and read together with the material non-public
information about the Company acquired by the Purchaser in connection with its due diligence referenced in Section 3.2(h)
hereof and the preliminary financial information relating to the quarter ended September 30, 2023 furnished by the Company to the Purchaser
in connection with the transaction contemplated by this Agreement, do not contain an untrue statement of a material fact or omit to state
a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading.
(g) Litigation.
There is no action, suit, inquiry, notice of violation, Proceeding or investigation pending or, to the knowledge of the Company, threatened
against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental
or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of this Agreement or of any of the Shares, or
(ii) would, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.
(h) Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived
that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or
any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement
or any other agreement or instrument to which it is a party or by which it or any of its properties or assets is bound (whether or not
such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other
governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority,
including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health
and safety, product quality and safety and employment and labor matters, except in each case of (i), (ii) and (iii) as would
not have or reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
(i) Investment
Company. The Company is not and immediately after receipt of payment for the Shares, will not be, an “investment company”
within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will
not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.
(j) Listing
and Maintenance Requirements. The Shares are registered under the Exchange Act, and the Company has taken no action designed to, or
which to its knowledge is likely to have the effect of, terminating the registration of the shares under the Exchange Act nor has the
Company received any notification that the Commission is contemplating terminating such registration. The Company has not, in the 12 months
preceding the date hereof, received notice from any Trading Market on which the shares are or have been listed or quoted to the effect
that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is in compliance
with all such listing and maintenance requirements.
3.2 Representations
and Warranties of the Purchaser. The Purchaser hereby makes the following representations and warranties to the Company:
(a) Organization;
Authority. The Purchaser is an entity duly incorporated, validly existing and in good standing under the laws of the state of Delaware
with full right, corporate, power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise
to carry out its obligations hereunder. The execution and delivery of this Agreement and performance by the Purchaser hereunder have been
duly authorized by all necessary corporate, action on the part of the Purchaser. This Agreement has been duly executed by the Purchaser
and, when delivered, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance
with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and
contribution provisions may be limited by applicable law.
(b) Understandings
or Arrangements. The Purchaser is acquiring the Shares for its own account and has no direct or indirect arrangement or understandings
with any other persons to distribute or regarding the distribution of such Shares. The Purchaser is acquiring the Shares as principal
for the Purchaser’s own account and not with a view to or for distributing or reselling the Shares or any part thereof in violation
of the Securities Act or any applicable state securities law, has no present intention of distributing any of the Shares in violation
of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other
persons to distribute or regarding the distribution of the Shares in violation of the Securities Act or any applicable state securities
law (this representation and warranty not limiting the Purchaser’s right to sell such Shares pursuant to a registration statement
or otherwise in compliance with applicable federal and state securities laws).
(c) Purchaser
Status. At the time the Purchaser was offered the Shares, it was either (i) an “accredited investor” as defined in
Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act, or (ii) a “qualified institutional
buyer” as defined in Rule 144A(a) under the Securities Act.
(d) Experience
of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares,
and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the
Shares and, at the present time, is able to afford a complete loss of such investment.
(e) Investment
Decision. The Purchaser understands that nothing in this Agreement or any other materials presented to the Purchaser in connection
with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and
investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.
(f) No
Reliance. In making a decision to purchase the Shares, the Purchaser: (i) is capable of evaluating investment risks independently,
both in general and with regard to all transactions and investment strategies involving securities; (ii) will exercise independent
judgment in evaluating the recommendations of any broker-dealer or its associated persons; and (iii) confirms that it has undertaken
an independent analysis of the merits and risks of an investment in the Company, based on the Purchaser’s own financial circumstances.
(g) Access
to Information. The Purchaser acknowledges that it has had the opportunity to review this Agreement, and the SEC Reports and has been
afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of
the Company concerning the Company and the merits and risks of investing in the Shares; (ii) access to information about the Company
and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate
its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.
(h) Securities
Law Restriction. The Purchaser hereby acknowledges that it has received and may remain in possession of material non-public information
about the Company acquired in connection with its due diligence. The Purchaser further acknowledges that it and its representatives are
aware that the U.S. securities laws prohibit any person who has material non-public information about an issuer from purchasing or selling,
directly or indirectly, securities of such issuer (including entering into hedge transactions involving such securities), or from communicating
such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase
or sell such securities. The Purchaser hereby agrees that it will not use or knowingly permit any controlled Affiliate to use any of the
material non-public information about the Company in contravention of the U.S. securities laws, and the Purchaser will not purchase or
sell the Company’s securities or any securities convertible into or exchangeable for any of the Company’s securities at any
time that the Purchaser is in possession of material non-public information about the Company.
ARTICLE IV
OTHER
AGREEMENTS OF THE PARTIES
4.1 Listing
of the Shares. The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the Shares
on the Trading Market on which the Shares are currently listed, and concurrently with the Closing, the Company shall apply to list or
quote all of the Shares on such Trading Market.
ARTICLE V
MISCELLANEOUS
5.1 Entire
Agreement. This Agreement, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement, contain
the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings,
oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
5.2 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof.
5.3 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties. The Company may not assign this Agreement
or any rights or obligations hereunder without the prior written consent of the Purchaser (other than by merger).
5.4 No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.
5.5 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of
law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement (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, 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 non-prevailing party for its reasonable attorneys’ fees and other
costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
5.6 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that
the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page was an
original thereof.
5.7 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
5.8 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement and,
therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of this Agreement or any amendments thereto.
5.9 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY
AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY
WAIVES FOREVER TRIAL BY JURY.
IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.
| GREAT AJAX CORP. |
|
Address for Notice: |
| |
|
13190 SW 68th Parkway, Suite 110 |
| |
|
Tigard, Oregon 97223 |
| |
|
Attention: Chief Executive Officer |
| |
|
Email: Larry@aspencapital.com |
| |
|
|
| By: |
/s/ Lawrence Mendelsohn |
|
|
| Name: Lawrence Mendelsohn |
|
|
| Title: Chief Executive Officer |
|
|
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]
PURCHASER SIGNATURE PAGES TO
SECURITIES PURCHASE AGREEMENT
IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.
| ELLINGTON FINANCIAL INC. |
|
Address for Notice: |
| |
|
53 Forest Avenue |
| |
|
Old Greenwich, CT 06870 |
| |
|
Attention: Laurence Penn |
| |
|
Email: penn@ELLINGTON.com |
| |
|
|
| By: |
/s/ Laurence Penn |
|
|
| Name: Laurence Penn |
|
|
| Title: Chief Executive Officer and President |
|
|
DWAC for Shares:
EIN Number: ___________________
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