Exhibit 10.2


 


AMENDMENT NO. 1 AND JOINDER TO


SECURITIES PURCHASE AGREEMENT


 


This Amendment No.
1 and Joinder to Securities Purchase Agreement (this “Amendment”) dated as of June 3, 2020 (the “Effective
Date”) is entered into by and among Great Ajax Corp., a Maryland corporation (the “Company”), Great
Ajax Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), Thetis Asset Management
LLC, a Delaware limited liability company (the “Manager” and together with the Company and the Operating Partnership,
the “AJX Parties”), and the Purchasers (as defined herein). Capitalized terms used but not defined herein have
the respective meanings assigned to such terms in the Securities Purchase Agreement (as defined below), as amended by this Amendment.


 


WHEREAS, each of
the AJX Parties and the First Closing Purchasers (as defined herein), executed and delivered the Securities Purchase Agreement
dated as of April 3, 2020 (the “Securities Purchase Agreement”) pursuant to which on April 6, 2020
the Company issued and sold, and each of the First Closing Purchasers purchased, the number of shares of Preferred Stock and Warrants
set forth next to the name of such First Closing Purchaser on Schedule II thereto;


 


WHEREAS, pursuant
to Section 1.1(c) of the Securities Purchase Agreement, the Company granted the First Closing Purchasers an option (the “Option”)
to purchase additional securities from the Company for an aggregate purchase price of $20,000,000, which securities would be comprised
of 800,000 Option Shares, and 1,000,000 Option Warrants (exercisable for an aggregate of 1,000,000 Option Warrant Shares) (collectively,
the “Option Securities”);


 


WHEREAS, the AJX
Parties have been aware since the negotiation of the transactions contemplated by the Securities Purchase Agreement, it has been
the stated intent of Magnetar Capital, LLC (“Magnetar”), as investment manager or adviser to the First Closing
Purchasers, to permit certain other investment funds or accounts, managed or advised by Magnetar (including the Option Purchasers,
the “Additional Parties“) to participate in the transactions contemplated by the Securities Purchase Agreement
(and the other agreements related thereto), including allowing such Additional Parties to purchase the Option Securities;


 


WHEREAS, on June
1, 2020, the First Closing Purchasers, together with the Option Purchasers (collectively, the “Purchasers”),
delivered written notice (the “Option Notice”) to the AJX Parties pursuant to which the Purchasers agreed to
exercise the Option in full in the amounts provided in the Option Notice, subject to, among other things, the execution of this
Amendment to the Securities Purchase Agreement by the parties hereto; and


 


WHEREAS, pursuant
to Section 4.4 of the Securities Purchase Agreement, the parties hereto desire to enter into this Amendment in order to, among
other things, join the Option Purchasers as original parties to the Securities Purchase Agreement retroactively effective as of
April 7, 2020.


 








    


     


    

 





NOW, THEREFORE,
IN CONSIDERATION of the mutual covenants contained in this Amendment, and for other good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Company, the Operating Partnership, the Manager and the Purchasers hereby agree
as follows:


 


	1.	Acknowledgment. Each of the parties hereto acknowledges and agrees that it was the
original intent of the parties to the Securities Purchase Agreement to permit the Additional Parties to participate in the transactions
contemplated by the Securities Purchase Agreement (and the other agreements related thereto), including allowing any such Additional
Parties to purchase the Option Securities as contemplated by the Securities Purchase Agreement.



 


	2.	Amendments.



 


		a.	The parties hereto hereby agree that for the purpose of the Securities Purchase Agreement and this
Amendment, the definition of “Purchaser” is hereby amended to mean, (i) on and prior to April 6, 2020,
each of the purchasers listed in the first table appearing in Exhibit C hereto (the “First Closing Purchasers”),
and (ii) on and after April 7, 2020, each of the First Closing Purchasers and the purchasers set forth in the second
table appearing in Exhibit C hereto (the “Option Purchasers”).



 


		b.	Exhibit A of the Securities Purchase Agreement is hereby amended and restated in its entirety as
set forth in Exhibit A hereto.



 


		c.	Exhibit B of the Securities Purchase Agreement is hereby amended and restated in its entirety as
set forth in Exhibit B hereto.



 


		d.	Schedule II of the Securities Purchase Agreement is hereby amended and restated in its entirety
as set forth in Exhibit C hereto.



 


	3.	Joinder. Retroactively effective as of April 7, 2020, each of the Option Purchasers
hereby agrees to become a party to, be bound by, and comply with the terms and conditions set forth in the Securities Purchase
Agreement, as amended by this Amendment, with all of the rights, privileges and obligations as if such Option Purchaser had executed
and delivered the Securities Purchase Agreement as of April 7, 2020. Each of the AJX Parties and the Purchasers hereby
agree that each of the Option Purchasers shall be treated as a party to the Securities Purchase Agreement with retroactive effect
as of April 7, 2020, such that the Option Purchasers shall be deemed to have all rights and privileges necessary to exercise
the Option pursuant to the Option Notice as of its date and to purchase the Option Securities as of the Effective Date.



 


	4.	Representations, Warranties and Covenants of the Company. Notwithstanding anything
to the contrary in this Amendment, the Company and the Purchasers hereby agree that for the purpose of the Option Closing, the
representations, warranties and covenants of the Company set forth in Sections 2.1(b), (f), (k), (l),
(m) (t), (cc) and (qq) of the Securities Purchase Agreement are respectively updated as follows:



 



    2


     


    







 


		a.	Each of the Company and each of the subsidiaries of the Company identified on Schedule I
hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”) has been duly incorporated,
formed or organized and is validly existing as a corporation, general or limited partnership or limited liability company in good
standing under the laws of its respective jurisdiction of incorporation, formation or organization with full power
and authority to own its respective properties and to conduct its respective businesses as described in the SEC Reports, and, in
the case of the Company and the Operating Partnership, to execute and deliver this Agreement and the Warrants and, in the case
of the Company, to execute and deliver the Registration Rights Agreement and the Warrant Agency Agreement, dated as of May 4, 2020,
between the Company and American Stock Transfer & Trust Company, LLC, in its capacity as the Company’s warrant agent
for the Warrants and the Option Warrants (the “Warrant Agency Agreement”, and together with this Agreement,
the Warrants and the Registration Rights Agreement, the “Transaction Documents”), as applicable, and to consummate
the transactions contemplated herein and therein and to perform its obligations under the Third Amended and Restated Management
Agreement, dated as of April 28, 2020, by and among the Company, the Operating Partnership and the Manager (the “Management
Agreement”).






 


		b.	The issuance and sale of the Securities and the Option Shares, as applicable, the execution, delivery
and performance of the Transaction Documents, the execution and filing of the (i) Articles Supplementary (the “Second
Closing Articles Supplementary”) classifying and designating the shares of Series A Preferred Stock and Series B Preferred
Stock issued pursuant to the Securities Purchase Agreement, dated May 7, 2020, among the Ajax Parties and the purchasers set forth
on Schedule I thereto (the “Second Closing Preferred Stock”), and (ii) the Articles of Amendment (the “Articles
of Amendment”) amending the First Closing Articles of Amendment (as defined below), and the consummation of the transactions
contemplated herein and thereunder (including the issuance of the Warrant Shares or Option Warrant Shares upon any exercise of
the Warrants or Option Warrants, as applicable) will not (A) conflict with, or result in any breach of, or constitute a default
under (nor constitute any event which with notice, lapse of time or both would constitute a breach of, or default under), (i) any
provision of the Organizational Documents of the Company or any Subsidiary (in each case, as amended to date), (ii) any provision
of any contract, license, indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which
the Company or any Subsidiary is a party or by which any of them or their respective properties may be bound or affected, or under
any Law applicable to the Company or any Subsidiary, except in the case of this clause (ii) for such breaches or defaults which
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or (B) result in the creation
or imposition of any lien, charge, claim or encumbrance upon any property or asset of the Company or any Subsidiary. The Company
has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Warrants.



 


		c.	The Warrant Shares and Option Warrant Shares have been duly and validly authorized and reserved
for issuance by the Company, and, when issued upon exercise of the Warrants or Option Warrants, as applicable, in accordance with
the terms of the Warrants or Option Warrants, as applicable, and the Warrant Agency Agreement, will be fully paid and nonassessable,
and the issuance of the Warrant Shares and Option Warrant Shares, if any, will not be subject to any statutory or contractual preemptive
right, right of first refusal or other similar rights; the Warrant Shares and Option Warrant Shares, when issued and delivered
against payment therefor as provided in the Warrants or Option Warrants, as applicable, and the Warrant Agency Agreement, will
be free of any restriction upon the voting or transfer thereof pursuant to the Company’s charter or bylaws or any agreement
or other instrument to which the Company is a party other than the restrictions on ownership and transfer set forth in the Company’s
charter.



 



    3


     


    







 





		d.	The Company’s Articles Supplementary accepted for record by the SDAT on April 6, 2020 set
forth the preferences, conversion or other rights, restrictions, limitations as to dividends and other distributions, qualifications
and terms and conditions of redemption of the Preferred Stock (the “First Closing Articles Supplementary”) as
of April 6, 2020 and were filed with the SDAT, had become effective under the MGCL and complied with all applicable requirements
under the MGCL on or prior to the Closing Date. The Second Closing Articles Supplementary accepted for record by the SDAT on May
7, 2020 set forth the preferences, conversion or other rights, restrictions, limitations as to dividends and other distributions,
qualifications and terms and conditions of redemption of the Second Closing Preferred Stock. Each of the Second Closing Articles
Supplementary and the Articles of Amendment have been filed with the SDAT, have become effective under the Maryland General Corporation
Law (the “MGCL”) and comply with all applicable requirements under the MGCL on or prior to the Option Closing
Date.



 


		e.	No approval, authorization, consent or order of or filing with any federal, state, local or foreign
governmental or regulatory commission, board, body, authority or agency is required in connection with the execution, delivery
and performance of the Transaction Documents by the Company or the Operating Partnership, as applicable, their consummation of
the transactions contemplated herein or thereunder (including the Company’s sale and delivery of the Shares, the Option Shares
and the Company’s issuance of the Warrant Shares or Option Warrant Shares upon exercise of the Warrants or Option Warrants,
as applicable), other than such as have been obtained, or will have been obtained at the Closing Date (or, with respect to the
Option Shares, the Option Closing Date, as applicable). No stockholder approvals are required in connection with the issuance and
sale of the Securities, the Option Shares or the Warrant Shares upon exercise of the Warrants, or the Option Warrant Shares upon
exercise of the Option Warrants in accordance with the terms of the Warrants or the Option Warrants, as applicable, and the Warrant
Agency Agreement, under the rules of the New York Stock Exchange (“NYSE”).



 


		f.	Each of the Company and the Subsidiaries has all necessary licenses, authorizations, consents and
approvals and has made all necessary filings required under any Law and in connection with the issuance and sale of the Securities,
the Option Securities, the Warrant Shares to be issued upon exercise of the Warrants or the Option Warrant Shares to be issued
upon exercise of the Option Warrants, or the consummation by the Company and the Operating Partnership of the transactions contemplated
hereby, other than the registration of the Shares, the Option Shares, the Warrant Shares upon exercise of the Warrants, or the
Option Warrant Shares upon exercise of the Option Warrants under the Securities Act and filing the Second Closing Articles Supplementary
and the Articles of Amendment with the SDAT, which has been or will be effected. Each of the Company and the Subsidiaries has obtained
all necessary licenses, authorizations, consents and approvals from other persons required in order to conduct their respective
businesses as described in the SEC Reports, except to the extent that any failure to have any such licenses, authorizations, consents
or approvals, to make any such filings or to obtain any such authorizations, consents or approvals would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect; neither the Company nor any of the Subsidiaries is required
by any applicable law to obtain accreditation or certification from any governmental agency or authority in order to provide the
products and services which it currently provides or which it proposes to provide as set forth in the SEC Reports; neither the
Company, nor any of the Subsidiaries is in violation of, in default under, or has received any notice regarding a possible violation,
default or revocation of any such license, authorization, consent
or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the
Company or any of the Subsidiaries the effect of which could reasonably be expected to result in a Material Adverse Change; and
no such license, authorization, consent or approval contains a materially burdensome restriction that is not adequately disclosed
in the SEC Reports.






 



    4


     


    




 


		g.	The Securities conform in all material respects to the descriptions thereof contained in the SEC
Reports, this Agreement, the Warrants, the Option Warrants, the Warrant Agency Agreement and the First Closing Articles Supplementary,
the Second Closing Articles Supplementary and the Articles of Amendment.



 


 


		5.	Representations, Warranties and Covenants of the Purchasers. Notwithstanding anything
to the contrary in this Amendment, the Company and the Purchasers hereby agree that for the purpose of the Option Closing, the
representations, warranties and covenants of the Purchasers set forth in Section 2.3(n) of the Securities Purchase
Agreement is updated as follows:



 


		a.	Material Non-Public Information. Each Purchaser hereby acknowledges that it has not received
from the Company or otherwise any material non-public information about the Company. Each 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.



 


		6.	Other Agreements. The AJX Parties and the Purchasers hereby agree that the provisions
set forth in Article III (only with respect to representations, warranties and covenants set forth in Sections 3 and 4
herein) and Sections 4.2 and 4.4 through 4.12 of the Securities Purchase Agreement are hereby incorporated by reference into this
Amendment in their entirety, and shall constitute valid, binding and enforceable agreements and shall have the same force and effect
among the parties hereto as they do with respect to the Securities Purchase Agreement.



 


		7.	Miscellaneous. In the event of a conflict between the terms, conditions and provisions
set forth in this Amendment and those set forth in the Securities Purchase Agreement, the provisions set forth in this Amendment
shall prevail.



 


[Signature Page Follows]





 






    5


     


    




 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.


 


	GREAT AJAX CORP. 	 	Address for Notice:
	 	 	 	 
	 	 	 	9400 SW Beaverton-Hillsdale Hwy,
	 	 	 	Suite 131
	 	 	 	Beaverton, Oregon 97005
	 	 	 	Attn:	Lawrence Mendelsohn
	 	 	 	Email: 	larry@aspencapital.com
	By:	 /s/ Lawrence Mendelsohn	 	 
	 	Name: Lawrence Mendelsohn	 	 
	 	Title: Chief Executive Officer	 	 
	 	 	 	 
	GREAT AJAX OPERATING 	 	 
	PARTNERSHIP L.P. 	 	Address for Notice:
	 	 	 	 
	 	 	 	9400 SW Beaverton-Hillsdale Hwy
	 	 	 	Suite 131
	 	 	 	Beaverton, Oregon 97005
	 	 	 	Attn:	Lawrence Mendelsohn
	 	 	 	Email:	 larry@aspencapital.com
	By: 	/s/ Lawrence Mendelsohn	 	 
	 	Name: Lawrence Mendelsohn	 	 
	 	Title: Member	 	 
	THETIS ASSET MANAGEMENT LLC 	 	Address for Notice:
	 	 	 
	 	 	9400 SW Beaverton-Hillsdale Hwy
	 	 	Suite 131
	 	 	Beaverton, Oregon 97005
	 	 	Attn:	Lawrence Mendelsohn
	 	 	Email:	 larry@aspencapital.com
	By: 	/s/ Lawrence Mendelsohn	 	 
	 	Name: Lawrence Mendelsohn	 	
	 	Title: Manager	 	
	 	 	 	 
	With a copy to (which shall not constitute notice):	 	 
	 	 	 
	Anna T. Pinedo	 	 
	Mayer Brown LLP	 	 
	1221 Avenue of the Americas	 	 
	New York, NY 10020	 	 
	Tel: 	(212) 506-2275	 	 
	Fax:	 (212) 849-5767	 	 
	Email:	 apinedo@mayerbrown.com	 	 


 


Signature Page to Amendment No. 1 and
Joinder to Securities Purchase Agreement


(Great Ajax Corp.)


 






    


     


    

 





IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.


 


MAGNETAR CONSTELLATION FUND V LTD


 


	 	By: 	MAGNETAR FINANCIAL LLC, its investment manager
	 	 	 	 
	 	 	 	 
	By:	/s/ Karl Wachter	 
	Name:	Karl Wachter	 
	Title: 	General Counsel	 
	 	 	 	 
	Jurisdiction of Purchaser’s Executive Offices: Illinois	 
	 	 	 	 
	Address for Notice to Purchaser:	 
	 	 	 	 
	 	Magnetar Constellation Fund V Ltd	 
	 	c/o Magnetar Financial LLC	 
	 	1603 Orrington Avenue, 13th Floor	 
	 	Evanston, Illinois 60201	 
	 	Telephone: (847) 905-4400	 
	 	Facsimile: (847) 269-2064	 
	 	Email:	fisecurity@magnetar.com	 
	 	 	 	 
	EIN: 98-1223751	 


 


Signature Page to Amendment No. 1 and
Joinder to Securities Purchase Agreement


(Great Ajax Corp.)


 






    


     


    

 





IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.


 


MAGNETAR CONSTELLATION FUND V LLC


 


	 	By: 	MAGNETAR FINANCIAL LLC, its manager	 
	 	 	 
	 	 	 
	By: 	/s/ Karl Wachter	 
	Name: 	Karl Wachter	 
	Title: 	General Counsel	 
	 	 	 
	Jurisdiction of Purchaser’s Executive Offices: Illinois	 
	 	 	 
	Address for Notice to Purchaser:	 
	 	 	 
	 	Magnetar Constellation Fund V LLC	 
	 	c/o Magnetar Financial LLC	 
	 	1603 Orrington Avenue, 13th Floor	 
	 	Evanston, Illinois 60201	 
	 	Telephone: (847) 905-4400	 
	 	Facsimile: (847) 269-2064	 
	 	Email: fisecurity@magnetar.com	 
	 	 	 
	EIN: 47-2215628	 


 


Signature Page to Amendment No. 1 and
Joinder to Securities Purchase Agreement


(Great Ajax Corp.)


 






    


     


    

 





IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.


 


MAGNETAR LONGHORN FUND LP


 


	 	By:	 MAGNETAR FINANCIAL LLC, its investment manager
	 	 	 




	 	 	 
	By: 	/s/ Karl Wachter	 
	Name:	Karl
Wachter	 
	Title: 	General Counsel	 
	 	 	 
	Jurisdiction of Purchaser’s Executive Offices: Illinois	 
	 	 	 
	Address for Notice to Purchaser:	 
	 	 	 
	 	Magnetar Longhorn Fund LP	 
	 	c/o Magnetar Financial LLC	 
	 	1603 Orrington Avenue, 13th Floor	 
	 	Evanston, Illinois 60201	 
	 	Telephone: (847) 905-4400	 
	 	Facsimile: (847) 269-2064	 
	 	Email: fisecurity@magnetar.com	 
	 	 	 
	EIN: 83-2065960	 


 


Signature Page to Amendment No. 1 and
Joinder to Securities Purchase Agreement


(Great Ajax Corp.)


 






    


     


    

 





IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.


 


MAGNETAR SC FUND LTD


 


	 	By:	MAGNETAR FINANCIAL LLC, its investment manager


 


	 	 	 
	By: 	/s/ Karl Wachter	 
	Name:	Karl Wachter	 
	Title:	General Counsel	 
	 	 	 
	Jurisdiction of Purchaser’s Executive Offices: Illinois	 
	 	 	 
	Address for Notice to Purchaser:	 
	 	 	 
	 	Magnetar SC Fund Ltd	 
	 	c/o Magnetar Financial LLC	 
	 	1603 Orrington Avenue, 13th Floor	 
	 	Evanston, Illinois 60201	 
	 	Telephone: (847) 905-4400	 
	 	Facsimile: (847) 269-2064	 
	 	Email: fisecurity@magnetar.com	 
	 	 	 
	EIN: 98-0668533	 


 


Signature Page to Amendment No. 1 and
Joinder to Securities Purchase Agreement


(Great Ajax Corp.)


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.


 


MAGNETAR STRUCTURED CREDIT FUND, LP


 


	 	By: 	MAGNETAR FINANCIAL LLC, its general partner	 
	 	 	 
	 	 	 
	By:	/s/ Karl Wachter	 
	Name:	Karl Wachter	 
	Title:	General Counsel	 
	 	 	 
	Jurisdiction of Purchaser’s Executive Offices: Illinois	 
	 	 	 
	Address for Notice to Purchaser:	 
	 	 	 
	 	Magnetar Structured Credit Fund, LP	 
	 	c/o Magnetar Financial LLC	 
	 	1603 Orrington Avenue, 13th Floor	 
	 	Evanston, Illinois 60201	 
	 	Telephone: (847) 905-4400	 
	 	Facsimile: (847) 269-2064	 
	 	Email: fisecurity@magnetar.com	 
	 	 	 
	EIN: 32-0236706	 


 


Signature Page to Amendment No. 1 and
Joinder to Securities Purchase Agreement


(Great Ajax Corp.)


 






    


     


    

 





IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.


 


MAGNETAR XING HE MASTER FUND LTD


 


	 	By:	MAGNETAR
    FINANCIAL LLC, its investment manager






	 	 	 
	 	 	 
	By:	/s/ Karl Wachter	 
	Name:	Karl Wachter	 
	Title:	General Counsel	 
	 	 	 
	Jurisdiction of Purchaser’s Executive Offices: Illinois	 
	 	 	 
	Address for Notice to Purchaser:	 
	 	 	 
	 	Magnetar Xing He Master Fund Ltd	 
	 	c/o Magnetar Financial LLC	 
	 	1603 Orrington Avenue, 13th Floor	 
	 	Evanston, Illinois 60201	 
	 	Telephone: (847) 905-4400	 
	 	Facsimile: (847) 269-2064	 
	 	Email: fisecurity@magnetar.com	 
	 	 	 
	EIN: 98-0643840	 


 


Signature Page to Amendment No. 1 and
Joinder to Securities Purchase Agreement


(Great Ajax Corp.)


 






    


     


    

 





IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.


 


MAGNETAR CONSTELLATION MASTER FUND, LTD


 	 	By:	MAGNETAR FINANCIAL LLC, its investment manager




 


	 	 	 
	By:	/s/ Karl Wachter	 
	Name:	Karl Wachter	 
	Title: 	General Counsel	 
	 	 	 
	Jurisdiction of Purchaser’s Executive Offices: Illinois	 
	 	 	 
	Address for Notice to Purchaser:	 
	 	 	 
	 	Magnetar Constellation Master Fund, Ltd	 
	 	c/o Magnetar Financial LLC	 
	 	1603 Orrington Avenue, 13th Floor	 
	 	Evanston, Illinois 60201	 
	 	Telephone: (847) 905-4400	 
	 	Facsimile: (847) 269-2064	 
	 	Email: fisecurity@magnetar.com	 
	 	 	 
	EIN: 98-0502779	 


 


Signature Page to Amendment No. 1 and
Joinder to Securities Purchase Agreement


(Great Ajax Corp.)


 






    


     


    

 





IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.


 


PURPOSE CREDIT ALTERNATIVE FUND – F LLC


 


	 	By: 	MAGNETAR FINANCIAL LLC, its manager	 
	 	 	 
	 	 	 
	By:	/s/ Karl Wachter	 
	Name:	Karl Wachter	 
	Title:	General Counsel	 
	 	 	 
	Jurisdiction of Purchaser’s Executive Offices: Illinois	 
	 	 	 
	Address for Notice to Purchaser:	 
	 	 	 
	 	Purpose Credit Alternative Fund – F LLC	 
	 	c/o Magnetar Financial LLC	 
	 	1603 Orrington Avenue, 13th Floor	 
	 	Evanston, Illinois 60201	 
	 	Telephone: (847) 905-4400	 
	 	Facsimile: (847) 269-2064	 
	 	Email: fisecurity@magnetar.com	 
	 	 	 
	EIN: 85-0674038	 


 


Signature Page to Amendment No. 1 and
Joinder to Securities Purchase Agreement


(Great Ajax Corp.)


 






    


     


    

 





IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.


 


PURPOSE CREDIT ALTERNATIVE FUND – T LLC


 


	 	By: 	MAGNETAR FINANCIAL LLC, its manager	 
	 	 	 
	 	 	 
	By:	/s/ Karl Wachter	 
	Name:	Karl Wachter	 
	Title:	General Counsel	 
	 	 	 
	Jurisdiction of Purchaser’s Executive Offices: Illinois	 
	 	 	 
	Address for Notice to Purchaser:	 
	 	 	 
	 	Purpose Credit Alternative Fund – T LLC	 
	 	c/o Magnetar Financial LLC	 
	 	1603 Orrington Avenue, 13th Floor	 
	 	Evanston, Illinois 60201	 
	 	Telephone: (847) 905-4400	 
	 	Facsimile: (847) 269-2064	 
	 	Email: fisecurity@magnetar.com	 
	 	 	 
	EIN: 85-0679214	 


 


Signature Page to Amendment No. 1 and
Joinder to Securities Purchase Agreement


(Great Ajax Corp.)


 








    


     


    

 



 


EXHIBIT A


 


FORM OF SERIES A WARRANT


 


(See attached.)


 






    1


     


    

 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE
144 UNDEr SUCH ACT. 


 


The
shares of the common stock of the company issuable upon exercise of the warrants represented by this certificate are subJEct to
the preferences, powers, qualifications and rights of each class and series as set forth in the company’s articles of amendment
and restatement, as amended, supplemented or amended and restated, and amended and restated bylaws, as amended, supplemented or
amended and restated. The company shall furnish a copy of the foregoing instruments and any relevant amendments thereto to the
holder of this certificate upon written request.


 


Warrant Certificate No. A-3

Date of Issuance: June 3, 2020

Expiration Date: April 6, 2025


 


Warrant Certificate


 


GREAT AJAX CORP.


 


This Warrant Certificate
(this “Warrant Certificate”) certifies that ___________ or its registered assigns (the “Holder”),
for value received, is the registered holder of such number of warrants (“warrants”) as is set forth in the
electronic, book-entry records of American Stock Transfer & Trust Company, LLC, in its capacity as warrant agent for the warrants
(the “Warrant Agent”). The warrants are exercisable for the purchase of shares of common stock, par value $0.01
per share (“Common Stock”), of GREAT AJAX CORP., a Maryland corporation (the “Company”),
in accordance with the provisions of Section 1 hereof and the Warrant Agency Agreement, dated May 4, 2020 (the “Warrant
Agreement”), by and between the Company and the Warrant Agent. This Warrant Certificate and the warrants represented
hereby are issued pursuant to that certain Securities Purchase Agreement, dated as of April 3, 2020, as amended by Amendment No.
1, dated June 3, 2020, by and among the Company, Great Ajax Operating Partnership L.P. and the Holder (the “Securities
Purchase Agreement”), pursuant to which the Company sold two series of warrants and two series of preferred stock (the
 “Preferred Stock”). References in this Warrant Certificate to this “Warrant” shall mean any
and all warrants represented and outstanding under this Warrant Certificate in the Warrant Agent’s records.


 


1.            
EXERCISE.


 


(a)           Number
and Exercise Price of Warrant Shares; Expiration Date. Subject to the terms and conditions set forth herein and in the
Warrant Agreement, each warrant entitles the Holder upon exercise to receive from the Company one fully paid and
nonassessable share of Common Stock of the Company, as may be adjusted from time to time pursuant to the terms herein (the
 “Warrant Shares”), at an initial purchase price of $10.00 per share (the “Exercise
Price”), on or after the earlier of (i) the date of effectiveness of the Resale Registration Statement (as such
term is defined in the Securities Purchase Agreement) and (ii) December 3, 2020 (the six-month anniversary of June 3, 2020
(the “Date of Issuance”)), and on or before 5:00 p.m., Eastern Time, on April 6, 2025 (the
 “Expiration Date”) (subject to earlier termination as set forth herein).


 






    2


     


    

 


(b)          
Cash Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 1(a) above,
the Holder may exercise this Warrant in accordance with Section 6 herein and the applicable terms of the Warrant Agreement,
by wire transfer to the Warrant Agent or by certified or official bank check in U.S. dollars made payable to the order of the Warrant
Agent at the office of the Warrant Agent designated for such purposes. Notwithstanding anything herein to the contrary, the Holder
shall physically surrender this Warrant Certificate to the Warrant Agent for cancellation within three Trading Days (as defined
in Section 3(e)(iii)) of the date the final Notice of Exercise (as defined below) is delivered to the Warrant Agent. In
the case of partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder, upon request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of
Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or his duly authorized
assigns in accordance with Section 12 hereof, subject to the provisions of Section 6 of the Warrant Agreement. The Warrant Agent
shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.


 


(c)           
Net Exercise. In lieu of exercising this Warrant pursuant to Section 1(b), at any time, the Holder may elect
to credit the Exercise Price against the Fair Market Value (as defined below) of the Warrant Shares at the time of exercise (the
 “Net Exercise”) pursuant to this Section 1(c) and the Warrant Agreement. If the Company shall receive
written notice from the Holder at the time of exercise of this Warrant that the Holder elects to Net Exercise this Warrant, the
Company shall deliver such written notice to the Warrant Agent pursuant to the terms of the Warrant Agreement. Pursuant to the
terms and conditions of the Warrant Agreement, the Warrant Agent shall deliver to such Holder (without payment by the Holder of
any exercise price in cash) that number of Warrant Shares computed using the following formula:


 


 


where


 


		X =	The number of Warrant Shares to be issued to the Holder.



 


		Y =	The number of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant
is being exercised, the portion of this Warrant being cancelled (at the date of such calculation).



 


		A =	The Fair Market Value of one share of Common Stock on the trading date immediately preceding the
date on which the Holder elects to exercise this Warrant.



 


		B =	The Exercise Price (as adjusted hereunder).



 


The
 “Fair Market Value” of one share of Common Stock shall mean (x) the last reported sale price on the New
York Stock Exchange and, if there are no sales, the last reported bid price, of the Common Stock on the business day prior to
the date of exercise on the Trading Market (as defined below) on which the Common Stock is then listed or quoted as reported
by Bloomberg Financial Markets (“Bloomberg”) or (y) if the Fair Market Value cannot be calculated as of
such date on the foregoing basis, the price determined in good faith by the Company’s board of directors.


 






    3


     


    

 


“OTC Markets”
shall mean either OTCQX or OTCQB of the OTC Markets Group Inc.


 


“Trading Market”
shall mean any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question:
the New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE American
or the OTC Markets (or any successors to any of the foregoing).


 


(d)          
Deemed Exercise. In the event that immediately prior to the close of business on the Expiration Date, the Fair Market
Value of one share of Common Stock (as determined in accordance with Section 1(c) above) is greater than the then applicable
Exercise Price, this Warrant shall be deemed to be automatically exercised on a Net Exercise basis pursuant to Section 1(c)
above, and the Company shall deliver the applicable number of Warrant Shares to the Holder pursuant to the provisions of Section
1(c) above and this Section 1(d).


 


(e)          
Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the number of Warrant
Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to
the extent necessary to ensure that, following such exercise (or other issuance), the total number of shares of Common Stock then
beneficially owned by such Holder does not exceed the Ownership Limits (as defined below), unless the Company’s board of
directors has, in its sole discretion, granted the Holder a waiver from the stock ownership limitations set forth in the Company’s
charter. The parties hereto acknowledge that certain listing standards of the Trading Market may generally require the Company
to obtain the approval of its stockholders before entering into certain transactions that potentially result in the issuance of
20% or more of its outstanding Common Stock; accordingly, in the event of an exercise of this Warrant that would result in the
total number of shares of Common Stock then beneficially owned by a Holder and any Affiliate of such Holder exceeding 19.9% of
the total number of then issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable
upon such exercise), the Company shall, at its discretion, either obtain stockholder approval of such issuances or upon settlement
of the exercise of such Warrant deliver cash in lieu of any shares otherwise deliverable upon exercise of such Warrant in excess
of such limitation, in accordance with the provisions of Section 6(a) hereof.


 


2.            
CERTAIN ADJUSTMENTS.


 


(a)           
Adjustment of Number of Warrant Shares and Exercise Price. The number and kind of Warrant Shares purchasable upon
exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:


 


(i)             Dividends,
Subdivisions, Combinations and Other Issuances. If the Company shall at any time after the Date of Issuance but prior to
the Expiration Date subdivide its shares of capital stock of the same class as the Warrant Shares, by stock split or
otherwise, or combine such shares of capital stock, effect a reverse stock split, pay a dividend or issue additional shares
of capital stock as a dividend with respect to any shares of such capital stock, the number of Warrant Shares issuable on the
exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision, dividend or stock
dividend, or proportionately decreased in the case of a combination or reverse stock split. Appropriate adjustments shall
also be made to the Exercise Price payable per share, but the aggregate Exercise Price payable for the total number of
Warrant Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section
2(a)(i) shall become effective at the close of business on the date the subdivision or combination becomes effective, or
as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.


 






    4


     


    

 


(ii)           
Reclassification, Reorganizations and Consolidation. In case of any reclassification, capital reorganization or change
in the capital stock of the Company (other than as a result of a subdivision, combination, stock split (forward or reverse) or
stock dividend provided for in Section 2(a)(i) above) that occurs after the Date of Issuance, then, as a condition of such
reclassification, reorganization or change, lawful provision shall be made, and duly executed documents evidencing the same from
the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right at any time prior
to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind
and amount of shares of stock and/or other securities or property (including, if applicable, cash) receivable in connection with
such reclassification, reorganization or change by a holder of the same number and type of securities as were purchasable as Warrant
Shares by the Holder immediately prior to such reclassification, reorganization or change. In any such case, appropriate provisions
shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable
with respect to any shares of stock or other securities or property deliverable upon exercise hereof, and appropriate adjustments
shall be made to the Exercise Price payable hereunder, provided the aggregate Exercise Price shall remain the same (and, for the
avoidance of doubt, this Warrant shall be exclusively exercisable for such shares of stock and/or other securities or property
from and after the consummation of such reclassification or other change in the capital stock of the Company).


 


(b)          
Calculations. All calculations under this Section 2 shall be made to the nearest cent or the nearest 1/100th
of a share, as the case may be. For purposes of this Section 2, the number of shares of Common Stock deemed to be issued
and outstanding as of a given date shall be the sum of the number of shares of Common Stock issued and outstanding.


 


(c)           
Treatment of Warrant upon a Change of Control.


 


(i)            
If, at any time while this Warrant is outstanding, the Company consummates a Change of Control, then a Holder shall have
the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it
would have been entitled to receive upon the occurrence of such Change of Control if it had been, immediately prior to such Change
of Control, a holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate
Consideration”). The Company shall not effect any such Change of Control unless prior to or simultaneously with the consummation
thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other
appropriate corporation or entity shall assume the obligation to deliver to the Holder, such Alternate Consideration as, in accordance
with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant.


 


(ii)            As
used in this Warrant, a “Change of Control” means (i) a consolidation, merger or combination or statutory
share exchange, in each case involving the Company, (ii) a sale of all or substantially all of the direct or indirect assets
of the Company (including by way of any reorganization, merger, consolidation or other similar transaction) or (iii) a direct
or indirect acquisition of beneficial ownership of voting securities of the Company by another person or “group”
(within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) by means of any transaction or series of transactions (including any reorganization, merger, consolidation,
joint venture, share transfer or other similar transaction), in each case, pursuant to which (x) the stockholders of the
Company immediately preceding such transaction or transactions collectively own, following the consummation of such
transaction or transactions, less than fifty percent (50%) of the total economic interests or total voting power of all
securities of beneficial interest of the Company entitled to vote generally and / or (y) as a result of which the
Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, stock, other securities,
other property or assets (including cash or any combination thereof).


 






    5


     


    

 


3.            
PUT OPTION.


 


(a)          
Subject to the limitations provided in this Section 3, the Holder shall have the option (the “Put Option”),
but not the obligation, to sell to the Company, in whole or in part, the warrants represented by the Warrant Certificate at a price
per warrant equal to the Put Price, and on the terms set forth in this Section 3. “Put Price” means an
amount equal to the product of (i) the number of Shares (as such term is defined in the Securities Purchase Agreement) held by
the Holder at the time of exercise of the Put Option calculated as discussed in (b) below, (ii) $25.00, (iii) 0.1075, (iv)
the greater of (A) 3.25 and (B) the number of years (or a fraction thereof computed on the basis of a 360-day year comprised of
twelve 30-day months) during which the Holder actually held such Shares as of the time of exercise of the Put Option (provided
that this number shall also include the holding period of the predecessors in interest of the Holder with respect to the Shares)
and (v) a fraction, the numerator of which is one and the denominator of which is the total number of warrants first issued by
the Company to the Holder (or its predecessor in interest) on the Date of Issuance.


 


(b)          
The Put Option may be exercised at any time on or after July 6, 2023. If prior to the time of exercise of the Put Option,
the Holder has sold any Shares, then solely for the purpose of calculating the number of Shares held by the Holder at such time,
such previously sold Shares shall be deemed to be held by the Holder at such time of exercise.


 


(c)          
The Put Option may be exercised only by the Holder delivering written notice of exercise to the Company specifying the number
of warrants to be sold pursuant to the Put Option (the “Put Notice”). The Company shall be obligated to purchase
from the Holder and cancel, and the Holder shall be obligated to sell to the Company, this Warrant or the portion thereof specified
in the Put Notice within 10 days of the Company’s receipt of the Put Notice (the “Put Notice Period”);
provided that such period may be mutually extended by the Company and the Holder as necessary to accommodate the determination
of the Put Price. For the avoidance of doubt, the Put Notice Period and the Put Option Closing Date (as defined below) may occur
after the Expiration Date, provided that the Put Notice is delivered prior to the close of business on the Expiration Date.
During the Put Notice Period, the Holder shall not take any action that has caused or will cause the Holder to have, directly or
indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent
position” (as defined in Rule 16a-1(h) under the Exchange Act with respect to the Common Stock), granted any other right
(including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes,
relates to or derived any significant part of its value from the Common Stock.


 






    6


     


    

 


(d)           If
the Put Option is exercised, the closing of the required purchase and sale of this Warrant shall occur on the 10th day
following the delivery of the Put Notice or at such other time as may be mutually agreed between the Company and the Holder
(the “Put Option Closing Date”). At the closing, and subject to the limitations on issuance of the
Company’s stock that apply in the case of an exercise of this Warrant under Section 1(e), the Company shall pay
the Holder the Put Price in cash or Common Stock or a combination of cash and Common Stock, provided that if the
number of Common Shares to be issued and paid to the Holder as the Put Price would result in the Holder or any person to whom
the Holder’s ownership is attributed in full or in part in applying the Ownership Limits beneficially or constructively
owning either a total number of shares of (i) Common Stock in excess of the Common Stock Ownership Limit (as defined and
determined in accordance with the Company’s Articles of Amendment and Restatement, as amended
(“Charter”)) or (ii) Capital Stock (as defined in the Charter) in excess of the Aggregate Stock Ownership
Limit (as defined and determined in accordance with the Charter, and together with the Common Stock Ownership Limit, the
 “Ownership Limits”), then the Company shall either deliver cash in lieu of any shares otherwise
deliverable in excess of such Ownership Limits, or, subject the Holder’s consent for each such issuance, grant a waiver
to such Holder from the Ownership Limits so as to permit the payment of such shares of Common Stock under the Charter but
only to the extent such Holder is not an individual and such waiver does not result in the total number of shares of Capital
Stock then beneficially or constructively owned by any direct or indirect owner of such Holder who is treated as an
individual pursuant to Sections 542(a)(2) and 544 of the United States Internal Revenue Code of 1986, as amended (the
 “Code”), as those sections are used in Section 856(h) of the Code and determined pursuant to Section 6.2.1
of the Charter, exceeding the Ownership Limits, provided further, that, the number of shares of Common Stock that may
be issued to the Holder upon exercise of the Put Option shall be limited to the extent necessary to ensure that, following
such exercise, the total number of shares of Common Stock then beneficially owned by such Holder does not exceed 19.9% of the
total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable
upon such exercise), unless the Company obtains stockholder approval of the issuances of any such shares of Common Stock then
beneficially owned by a Holder and any Affiliate of such Holder exceeding 19.9% of the total number of then issued and
outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise).
Within three days of the delivery of the Put Notice by the Holder to the Company, the Company will provide written notice to
the Holder of its election to pay the Put Price to the Holder in cash, Common Stock or a specified combination thereof; provided
that if the Company elects to make any portion of the payment of the Put Price in the form of Common Stock, each share of
such Common Stock shall be valued for purposes of payment of the Put Price at its Final Average Trading Price corresponding
to the Put Option Closing Date.


 


(e)           
The following defined terms shall be employed in the determination of Final Average Trading Price for purposes of Sections
3(d) and 6(a): (i) “Daily Dollar Trading Volume” for each Trading Day during any period, means
the Volume-Weighted Average Daily Price for such Trading Day multiplied by the aggregate number of shares of Common Stock traded
on such Trading Day; (ii) “Final Average Trading Price” means the Weighted Average Period Price of the
Common Stock for the period of 10 Trading Days ending immediately prior to the date that is two business days prior to the Put
Option Closing Date or the Warrant Share Delivery Date, as the case may be; (iii) “Trading Day” means a
day during which trading in securities generally occurs on the Trading Market; (iv) “Weighted Average Period Price”
of the Common Stock for any period means the quotient of (A) the sum of the Daily Dollar Trading Volume for each day during such
period divided by (B) the aggregate number of shares of Common Stock traded during such period; and (v) “Volume-Weighted
Average Daily Price,” on any Trading Day, means the volume-weighted average price for the Common Stock on the Trading
Market, during the period beginning at 9:30:01 a.m., Eastern Time (or such other time as is the official open of trading at the
Trading Market), and ending at 4:00:00 p.m., Eastern time (or such other time as is the official close of trading at the Trading
Market), as reported by Bloomberg through its “Volume at Price” function (or any successor function, or if there is
no such function or such successor function, then as calculated by a nationally recognized investment bank selected by the Company).
The volume-weighted average price shall be rounded to the nearest whole cent.


 


(f)           
Whenever the Holder sells or otherwise transfers any shares of Preferred Stock held by the Holder, the Holder shall immediately
send a notification of such sale or transfer to the Company setting forth in reasonable detail a description of such sale or transfer,
including without limitation, the date on which such sale or transfer is expected to become effective or consummated.


 






    7


     


    

 


(g)          
 The Holder shall execute such instruments and other documents as reasonably requested by the Company to evidence the sale,
provided that: (i) the Company shall bear any and all reasonable costs and expenses incurred by the Holder in connection
with the exercise of the Put Option and related sale of this Warrant, and (ii) the Holder shall not be required to make any representations
or warranties in connection with such sale other than representations and warranties with respect to title of this Warrant being
sold, authority to sell this Warrant and such matters pertaining to compliance with securities laws by the Holder as may be reasonably
requested by the Company.


 


4.            
NO FRACTIONAL SHARES; CHARGES, TAXES AND EXPENSES. No fractional Warrant Shares or scrip representing fractional shares
will be issued upon exercise of this Warrant. In lieu of any fractional shares which would otherwise be issuable, the Company shall
pay cash equal to the product of such fraction multiplied by the Fair Market Value of one Warrant Share. Issuance of Warrant Shares
shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance
of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in
the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the
event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise
shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all fees
required for same-day processing of any Notice of Exercise and all fees to The Depository Trust Company (or another established
clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.


 


5.            
NO STOCKHOLDER RIGHTS. Until the exercise of this Warrant or any portion of this Warrant, the Holder shall not have, nor
exercise, any rights as a stockholder of the Company (including without limitation the right to notification of stockholder meetings
or the right to receive any notice or other communication concerning the business and affairs of the Company).


 


6.            
MECHANICS OF EXERCISE.


 


(a)            Delivery
of Warrant Shares Upon Exercise. This Warrant may be exercised by the Holder hereof, in whole or in part, by delivering
to the Warrant Agent at the office of the Warrant Agent designated for such purposes, in the case of a cash exercise, and to
the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder
at the address of the Holder appearing on the books of the Company), in the case of a net exercise, a duly executed copy of
the Notice of Exercise in the form attached hereto as Exhibit A (the “Notice of Exercise”) by
facsimile or e-mail attachment and paying the Exercise Price (unless the Holder has elected to Net Exercise, if applicable)
then in effect with respect to the number of Warrant Shares as to which the Warrant is being exercised. No ink-original
Notice of Exercise shall be required, nor any medallion guarantee (or other type of guarantee or notarization) of any Notice
of Exercise shall be required. This Warrant shall be deemed to have been exercised immediately prior to the close of business
on the date of the delivery to the Company of the Notice of Exercise and payment of the Exercise Price (unless the Holder has
elected to Net Exercise, if applicable) as provided above, and the person entitled to receive the Warrant Shares issuable
upon such exercise shall be treated for all purposes as the Holder of such shares of record as of the close of business on
such date. Warrant Shares purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by
crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit and Withdrawal
at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is
an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the
Holder or (B) the shares are eligible for resale by the holder without volume or manner-of-sale limitations pursuant to Rule
144, and otherwise by electronic book-entry form (unless the Holder requests that the Warrant Shares be issued in
certificated form in the Notice of Exercise) by the end of the day on the date that is two trading days from the delivery to
the Company of the Notice of Exercise and payment of the aggregate Exercise Price (unless exercised by means of a cashless
exercise pursuant to Section 1(c)) (the “Warrant Share Delivery Date”). The Warrant Shares
shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to
have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment
to the Company of the Exercise Price (or by Net Exercise, if applicable) and all taxes required to be paid by the Holder, if
any, prior to the issuance of such shares, having been paid. The Company may settle the exercise of each Warrant by delivery
of Warrant Shares, by payment of cash in lieu thereof or by a combination thereof. Within three days of the delivery of the
Notice of Exercise by the Holder to the Company, the Company will provide written notice to the Holder of its election to
settle the exercise of the exercised Warrants in cash, Common Stock or a specified combination thereof; provided that
if the Company elects to so deliver any cash in lieu of shares of Common Stock, each share of such Common Stock shall be
valued for purposes of such settlement at its Final Average Trading Price corresponding to the Warrant Share Delivery
Date.


 






    8


     


    

 


(b)          
Rescission Rights. If the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares
pursuant to Section 6(a) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


7.           
CERTIFICATE OF ADJUSTMENT. Whenever the Exercise Price or number or type of securities issuable upon exercise of this Warrant
is adjusted, as herein provided, the Company shall, at its expense, promptly deliver to the Holder a certificate of an officer
of the Company setting forth the nature of such adjustment and showing in detail the facts upon which such adjustment is based.
Whenever the Company makes any announcement or provides any notice to any Person pertaining to any Change of Control or any redemption
of any of its capital stock (including the Preferred Stock), the Company shall, at its expense, immediately send to the Holder
a certificate of an officer of the Company setting forth in reasonable detail a description of such Change of Control or redemption
and any related transactions, including without limitation the date on which such Change of Control or redemption is expected to
become effective or consummated. All certificates required pursuant to this Section 7 shall be provided by facsimile or
electronic mail or by overnight delivery, in each case, in accordance with Section 14(b).


 


8.            
COMPLIANCE WITH SECURITIES LAWS.


 


(a)          
The Holder understands that this Warrant and the Warrant Shares are characterized as “restricted securities”
under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public
offering and that under such laws and applicable regulations this Warrant and the Warrant Shares may be resold without registration
under the Securities Act of 1933, as amended (the “Securities Act”), only in certain limited circumstances.
In this connection, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and
understands the resale limitations imposed thereby and by the Securities Act.


 


(b)          
Prior and as a condition to the sale or transfer of the Warrant Shares issuable upon exercise of this Warrant, the Holder
shall furnish to the Company such certificates, representations, agreements and other information, as the Company or the Company’s
transfer agent reasonably may require to confirm that such sale or transfer is being made pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities Act, unless such Warrant Shares are being sold or
transferred pursuant to an effective registration statement.


 


(c)           The
Holder acknowledges that the Company may place a restrictive legend on the Warrant Shares issuable upon exercise of this
Warrant in order to comply with applicable securities laws, in substantially the following form and substance, unless such
Warrant Shares are otherwise freely tradable under Rule 144 of the Securities Act:


 






    9


     


    

 


“THE SECURITIES
EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, IN
EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT
REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”


 


The Holder also acknowledges
that the Company may place a restrictive legend on the Warrant Shares issuable upon exercise of this Warrant in order to comply
with applicable securities laws, in substantially the following form and substance:


 


“THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE OWNED BY A PERSON OR PERSONS WHO MAY BE CONSIDERED AN AFFILIATE FOR PURPOSES OF RULE 144 UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NO OFFER, SALE, TRANSFER OR ASSIGNMENT OF THESE SHARES OR ANY INTEREST
THEREIN MAY BE MADE UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT THE SHARES MAY BE SOLD PURSUANT
TO RULE 144 UNDER THE ACT OR ANOTHER APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”


 


9.            
REPLACEMENT OF WARRANTS. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity
agreement reasonably satisfactory in form and amount to the Company (but not the posting of any surety or other bond) or, in the
case of any such mutilation, on surrender and cancellation of such Warrant, the Company at its expense will execute and deliver,
in lieu thereof, a new Warrant of like tenor.


 


10.          
NO IMPAIRMENT. Except to the extent as may be waived by the Holder, the Company will not, by amendment of its charter or
through a Change of Control, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment.


 






    10


     


    

 


11.          
 TRADING DAYS. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall be other than a day on which the Common Stock is traded on the Trading Market, then such action may be taken or such
right may be exercised on the next succeeding day on which the Common Stock is so traded.


 


12.          
TRANSFERS; EXCHANGES.


 


(a)          
Subject to compliance with applicable federal and state securities laws and Section 8 hereof, this Warrant may only
be transferred by the Holder to an Affiliate of the Holder (a “Permitted Transfer”). For a transfer of this
Warrant as an entirety by the Holder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in
the form attached hereto as Exhibit B duly completed and executed on behalf of the Holder, the Company shall issue a new
Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares
purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached
hereto as Exhibit B duly completed and executed on behalf of the Holder, the Company shall issue a new Warrant to the assignee,
in such denomination as shall be requested by the Holder, and shall issue to the Holder a new Warrant covering the number of shares
in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means,
with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled
by or is under common control with such person, and any officers, employees or partners of the Holder.


 


(b)          
Upon any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants
that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying
the denominations in which new warrants are to be issued to the Holder and signed by the Holder hereof. The term “Warrants”
as used herein includes any warrants into which this Warrant may be divided or exchanged.


 


13.          
AUTHORIZED SHARES. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized
and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of
any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority
to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights
under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may
be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market
upon which the Common Stock may be quoted or listed. The Company covenants that all Warrant Shares which may be issued upon the
exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant
and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and
free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).


 


14.          
MISCELLANEOUS.


 


(a)           Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the United States of America and
the State of New York, both substantive and remedial, without regard to New York conflicts of law principles. Any judicial
proceeding brought under this Agreement or any dispute arising out of this Agreement or any matter related hereto shall be
brought in the courts of the State of New York, New York County, or in the United States District Court for the Southern
District of New York.


 






    11


     


    

 


(b)          
Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be sent by
confirmed facsimile or electronic mail, or mailed by first-class registered or certified airmail, or nationally recognized overnight
express courier, postage prepaid, and shall be deemed given when so sent in the case of facsimile or electronic mail transmission,
or when so received in the case of mail or courier, and addressed as follows: (a) if to the Company, at Great Ajax Corp., 9400
SW Beaverton-Hillsdale Hwy, Suite 131, Beaverton, Oregon 97005, Attn: Lawrence Mendelsohn, e-mail: larry@aspencapital.com; with
a copy to (which shall not constitute notice) Mayer Brown LLP, 1221 Avenue of the Americas, New York, New York 10020, Attn: Anna
T. Pinedo, Esq., e-mail: apinedo@mayerbrown.com, (b) to the Warrant Agent, at American Stock Transfer & Trust Company, LLC,
6201 15th Avenue, Brooklyn, New York 11219, e-mail: reorgwarrants@astfinancial.com, with a copy to American Stock Transfer
 & Trust Company, LLC, 48 Wall Street, 22nd Floor, New York, New York 10005, Attn: Legal Department, e-mail: legalteamAST@astfinancial.com,
and (c) if to the Holder, at such address or addresses (including copies to counsel) as may have been furnished by the Holder to
the Company in writing.


 


(c)           The
invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions.


 


(d)          
No Voting Rights; Limited Dividend Rights. Nothing contained in this Warrant shall be construed as conferring upon
the Holder hereof the right to vote or to consent to receive notice as a stockholder of the Company or any other matters or any
rights whatsoever as a stockholder of the Company. No dividends or interest shall be payable or accrued in respect of this Warrant
or the interest represented hereby or the interests purchasable hereunder until, and only to the extent that, this Warrant shall
have been exercised.


 


(e)           
Tax Treatment.


 


(i)            
The Company and the Holder agree to treat the Warrant as a debt instrument for U.S. federal income tax purposes with an
issue price and a stated redemption price at maturity as set forth for the Holder under Schedule I attached hereto. In order to
obtain “original issue discount” information with respect to the Warrant in accordance with Treas. Reg. 1.1275-3(b),
a Holder can contact Mary Doyle at 503-444-4224.


 


(ii)           
The Company shall maintain a register for the recordation of the names and addresses of each Holder, and the percentage
or portion of such rights and obligations assigned, including the principal amounts (and stated interest) of each Holder from time
to time (the “Register”). Any Warrant may only be transferred in compliance with Section 12 hereof and
upon surrender of such Warrant and the issuance by the Company of a new Warrant (or through a book-entry system), which is intended
to comply with U.S. Treasury Regulations Section 1.871-14(c) and Proposed Regulations Section 1.871-14(c). The Register
is intended to establish that the Warrant is in registered form within the meaning of United States Treasury Regulation Section 5f.103-1(c)
and Proposed Regulation Section 1.163-5(b).


 






    12


     


    

 


(iii)           The
Company shall be entitled to deduct and withhold from any amounts payable under the Warrant such amounts as the Company is
required to deduct and withhold under the Code or any provision of applicable law. The Company does not intend to make any
deduction or withholding under the Code of any provision of applicable law so long as it receives from the Holder (1) any
complete and correct applicable IRS Form W-9, W-8BEN, W-8BEN-E, W-8ECI or W-8IMY (with any applicable attachments) and (2)
any documentation that is required under Sections 1471-1474 of the Code to enable the Company to determine its duties and
liabilities with respect to any taxes it may be required to withhold in respect of such Warrant or Holder.


 


[Signature Page Follows]


 






    13


     


    

 


IN WITNESS WHEREOF, each of the Company and
the Warrant Agent has caused this Warrant Certificate to be duly executed as of the date first above written.


 


	 	 	GREAT AJAX CORP.
	 	 	 
	 	 	By:_______________________________________
	 	 	Name: Russell Schaub
	 	 	Title: President
	 	 	 
	 	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent.
	 	 	 
	 	 	By:_______________________________________
	 	 	Name:
	 	 	Title:



 


[Signature page to Warrant]


 






    


     


    

 


EXHIBIT A


 


NOTICE OF EXERCISE


(To be signed only upon exercise of Warrant)


 


To:__________________________


 


The undersigned, the
holder of a right to purchase common stock, par value $0.01 per share (“Common Stock”), of GREAT AJAX CORP.,
a Maryland corporation (the “Company”), pursuant to the attached Warrant to Purchase Shares of Common Stock
of Great Ajax Corp. (the “Warrant”), dated as of June 3, 2020, hereby irrevocably elects to exercise the purchase
right represented by such Warrant for, and to purchase thereunder, ______________________________ (_________) shares of Common
Stock and (choose one):


 


		1)	_______ herewith makes payment of ______________________________ Dollars ($__________) therefor
by wire transfer of immediately available funds to the account designated below by the Company.



 


Amount of Transfer: $________________


Date of Transfer: ________, 20__


Bank: [•]


ABA Number: [•]


A/C Number: [•]


A/C Name: [•]


Ref: [•]


ATT: [•]


 


OR


 


		2)	_______ herewith elects to Net Exercise the Warrant pursuant to Section 1(c) thereof.



 


The undersigned requests
that the certificates or book entry position representing the shares of Common Stock to be acquired pursuant to such exercise be
issued in the name of, and delivered to __________________________________________, whose address is ____________________________________________________________________________________________________.


 






    


     


    

 


By its signature below
the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation
D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached
Warrant as of the date hereof, including Section 8 thereof.


 


DATED: ________________


 


	 	 	[NAME OF HOLDER]
	 	 	 
	 	 	 
	 	 	 
	 	 	By:_______________________________________
	 	 	 
	 	 	Name:____________________________________
	 	 	 
	 	 	Its:_______________________________________






 


[Signature page to Notice of Exercise]


 






    


     


    

 


EXHIBIT B


 


NOTICE OF ASSIGNMENT FORM


 


FOR VALUE RECEIVED, [_________] (the
 “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached
Warrant with respect to the number of shares of common stock of GREAT AJAX CORP., a Maryland corporation (the “Company”),
covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents
and warrants to the Company that the transfer is in compliance with Sections 8 and 12 of the Warrant and applicable federal
and state securities laws:


 


	NAME OF ASSIGNEE:	 	ADDRESS/FAX NUMBER:
	 	 	 
	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Number of shares:	 	 	Signature:	 
	 	 	 	 	 
	Dated:	 	 	Witness:	 


 


ASSIGNEE ACKNOWLEDGMENT


 


The undersigned Assignee acknowledges that
it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited
investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees
to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 7 thereof.


 


	 	Signature:	 
	 	 	 
	 	By:	 
	 	Title:	 


 


	Address:	 
	 	 
	 	 
	 	 
	 	 


 






    


     


    

 


EXHIBIT B


 


FORM OF SERIES B WARRANT


 


(See attached.)


 






    


     


    

 



 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE
144 UNDEr SUCH ACT. 


 


The
shares of the common stock of the company issuable upon exercise of the warrants represented by this certificate are subJEct to
the preferences, powers, qualifications and rights of each class and series as set forth in the company’s articles of amendment
and restatement, as amended, supplemented or amended and restated, and amended and restated bylaws, as amended, supplemented or
amended and restated. The company shall furnish a copy of the FOREGOing instruments and any relevant amendments thereto to the
holder of this certificate upon written request.


 


Warrant Certificate No. B-3

Date of Issuance: June 3, 2020

Expiration Date: April 6, 2025


 


Warrant Certificate


 


GREAT AJAX CORP.


 


This Warrant Certificate
(this “Warrant Certificate”) certifies that                             
or its registered assigns (the “Holder”), for value received, is the registered holder of such number of warrants
(“warrants”) as is set forth in the electronic, book-entry records of American Stock Transfer & Trust Company,
LLC, in its capacity as warrant agent for the warrants (the “Warrant Agent”). The warrants are exercisable for
the purchase of shares of common stock, par value $0.01 per share (“Common Stock”), of GREAT AJAX CORP.,
a Maryland corporation (the “Company”), in accordance with the provisions of Section 1 hereof and the Warrant
Agency Agreement, dated May 4, 2020 (the “Warrant Agreement”), by and between the Company and the Warrant Agent.
This Warrant Certificate and the warrants represented hereby are issued pursuant to that certain Securities Purchase Agreement,
dated as of April 3, 2020, as amended by Amendment No. 1, dated June 3, 2020, by and among the Company, Great Ajax Operating Partnership
L.P. and the Holder (the “Securities Purchase Agreement”), pursuant to which the Company sold two series of
warrants and two series of preferred stock (the “Preferred Stock”). References in this Warrant Certificate to
this “Warrant” shall mean any and all warrants represented and outstanding under this Warrant Certificate in
the Warrant Agent’s records.


 


15.          
EXERCISE.


 


(a)           Number
and Exercise Price of Warrant Shares; Expiration Date. Subject to the terms and conditions set forth herein and in the
Warrant Agreement, each warrant entitles the Holder upon exercise to receive from the Company one fully paid and
nonassessable share of Common Stock of the Company, as may be adjusted from time to time pursuant to the terms herein (the
 “Warrant Shares”), at an initial purchase price of $10.00 per share (the “Exercise
Price”), on or after the earlier of (i) the date of effectiveness of the Resale Registration Statement (as such
term is defined in the Securities Purchase Agreement) and (ii) December 3, 2020 (the six-month anniversary of June 3, 2020
(the “Date of Issuance”)), and on or before 5:00 p.m., Eastern Time, on April 6, 2025 (the
 “Expiration Date”) (subject to earlier termination as set forth herein).


 






    1


     


    

 


(b)          
Cash Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 1(a) above,
the Holder may exercise this Warrant in accordance with Section 6 herein and the applicable terms of the Warrant Agreement,
by wire transfer to the Warrant Agent or by certified or official bank check in U.S. dollars made payable to the order of the Warrant
Agent at the office of the Warrant Agent designated for such purposes. Notwithstanding anything herein to the contrary, the Holder
shall physically surrender this Warrant Certificate to the Warrant Agent for cancellation within three Trading Days (as defined
in Section 3(e)(iii)) of the date the final Notice of Exercise (as defined below) is delivered to the Warrant Agent. In
the case of partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder, upon request of the Holder, a new Warrant Certificate evidencing the number of Warrants equivalent to the number of
Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such Warrant Certificate or his duly authorized
assigns in accordance with Section 12 hereof, subject to the provisions of Section 6 of the Warrant Agreement. The Warrant Agent
shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.


 


(c)           
Net Exercise. In lieu of exercising this Warrant pursuant to Section 1(b), at any time, the Holder may elect
to credit the Exercise Price against the Fair Market Value (as defined below) of the Warrant Shares at the time of exercise (the
 “Net Exercise”) pursuant to this Section 1(c) and the Warrant Agreement. If the Company shall receive
written notice from the Holder at the time of exercise of this Warrant that the Holder elects to Net Exercise this Warrant, the
Company shall deliver such written notice to the Warrant Agent pursuant to the terms of the Warrant Agreement. Pursuant to the
terms and conditions of the Warrant Agreement, the Warrant Agent shall deliver to such Holder (without payment by the Holder of
any exercise price in cash) that number of Warrant Shares computed using the following formula:


 


 


where


 


		X =	The number of Warrant Shares to be issued to the Holder.



 


		Y =	The number of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant
is being exercised, the portion of this Warrant being cancelled (at the date of such calculation).



 


		A =	The Fair Market Value of one share of Common Stock on the trading date immediately preceding the
date on which the Holder elects to exercise this Warrant.



 


		B =	The Exercise Price (as adjusted hereunder).



 


The
 “Fair Market Value” of one share of Common Stock shall mean (x) the last reported sale price on the New
York Stock Exchange and, if there are no sales, the last reported bid price, of the Common Stock on the business day prior to
the date of exercise on the Trading Market (as defined below) on which the Common Stock is then listed or quoted as reported
by Bloomberg Financial Markets (“Bloomberg”) or (y) if the Fair Market Value cannot be calculated as of
such date on the foregoing basis, the price determined in good faith by the Company’s board of directors.


 






    2


     


    

 


“OTC Markets”
shall mean either OTCQX or OTCQB of the OTC Markets Group Inc.


 


“Trading Market”
shall mean any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question:
the New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE American
or the OTC Markets (or any successors to any of the foregoing).


 


(d)          
Deemed Exercise. In the event that immediately prior to the close of business on the Expiration Date, the Fair Market
Value of one share of Common Stock (as determined in accordance with Section 1(c) above) is greater than the then applicable
Exercise Price, this Warrant shall be deemed to be automatically exercised on a Net Exercise basis pursuant to Section 1(c)
above, and the Company shall deliver the applicable number of Warrant Shares to the Holder pursuant to the provisions of Section
1(c) above and this Section 1(d).


 


(e)            Holder’s
Exercise Limitations. Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be
acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary
to ensure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned
by such Holder does not exceed the Ownership Limits (as defined below), unless the Company’s board of directors has, in
its sole discretion, granted the Holder a waiver from the stock ownership limitations set forth in the Company’s charter.
The parties hereto acknowledge that certain listing standards of the Trading Market may generally require the Company to obtain
the approval of its stockholders before entering into certain transactions that potentially result in the issuance of 20% or more
of its outstanding Common Stock; accordingly, in the event of an exercise of this Warrant that would result in the total number
of shares of Common Stock then beneficially owned by a Holder and any Affiliate of such Holder exceeding 19.9% of the total number
of then issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such
exercise), the Company shall, at its discretion, either obtain stockholder approval of such issuances or upon settlement of the
exercise of such Warrant deliver cash in lieu of any shares otherwise deliverable upon exercise of such Warrant in excess of such
limitation, in accordance with the provisions of Section 6(a) hereof.


 


16.          
CERTAIN ADJUSTMENTS.


 


(a)           
Adjustment of Number of Warrant Shares and Exercise Price. The number and kind of Warrant Shares purchasable upon
exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:


 


(i)             Dividends,
Subdivisions, Combinations and Other Issuances. If the Company shall at any time after the Date of Issuance but prior to
the Expiration Date subdivide its shares of capital stock of the same class as the Warrant Shares, by stock split or
otherwise, or combine such shares of capital stock, effect a reverse stock split, pay a dividend or issue additional shares
of capital stock as a dividend with respect to any shares of such capital stock, the number of Warrant Shares issuable on the
exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision, dividend or stock
dividend, or proportionately decreased in the case of a combination or reverse stock split. Appropriate adjustments shall
also be made to the Exercise Price payable per share, but the aggregate Exercise Price payable for the total number of
Warrant Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section
2(a)(i) shall become effective at the close of business on the date the subdivision or combination becomes effective, or
as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.


 






    3


     


    

 


(ii)            
Reclassification, Reorganizations and Consolidation. In case of any reclassification, capital reorganization or change
in the capital stock of the Company (other than as a result of a subdivision, combination, stock split (forward or reverse) or
stock dividend provided for in Section 2(a)(i) above) that occurs after the Date of Issuance, then, as a condition of such
reclassification, reorganization or change, lawful provision shall be made, and duly executed documents evidencing the same from
the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right at any time prior
to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind
and amount of shares of stock and/or other securities or property (including, if applicable, cash) receivable in connection with
such reclassification, reorganization or change by a holder of the same number and type of securities as were purchasable as Warrant
Shares by the Holder immediately prior to such reclassification, reorganization or change. In any such case, appropriate provisions
shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable
with respect to any shares of stock or other securities or property deliverable upon exercise hereof, and appropriate adjustments
shall be made to the Exercise Price payable hereunder, provided the aggregate Exercise Price shall remain the same (and, for the
avoidance of doubt, this Warrant shall be exclusively exercisable for such shares of stock and/or other securities or property
from and after the consummation of such reclassification or other change in the capital stock of the Company).


 


(b)          
Calculations. All calculations under this Section 2 shall be made to the nearest cent or the nearest 1/100th
of a share, as the case may be. For purposes of this Section 2, the number of shares of Common Stock deemed to be issued
and outstanding as of a given date shall be the sum of the number of shares of Common Stock issued and outstanding.


 


(c)           
Treatment of Warrant upon a Change of Control.


 


(i)             
If, at any time while this Warrant is outstanding, the Company consummates a Change of Control, then a Holder shall have
the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it
would have been entitled to receive upon the occurrence of such Change of Control if it had been, immediately prior to such Change
of Control, a holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate
Consideration”). The Company shall not effect any such Change of Control unless prior to or simultaneously with the consummation
thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other
appropriate corporation or entity shall assume the obligation to deliver to the Holder, such Alternate Consideration as, in accordance
with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant.


 


(ii)            As
used in this Warrant, a “Change of Control” means (i) a consolidation, merger or combination or statutory
share exchange, in each case involving the Company, (ii) a sale of all or substantially all of the direct or indirect assets
of the Company (including by way of any reorganization, merger, consolidation or other similar transaction) or (iii) a direct
or indirect acquisition of beneficial ownership of voting securities of the Company by another person or “group”
(within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) by means of any transaction or series of transactions (including any reorganization, merger, consolidation,
joint venture, share transfer or other similar transaction), in each case, pursuant to which (x) the stockholders of the
Company immediately preceding such transaction or transactions collectively own, following the consummation of such
transaction or transactions, less than fifty percent (50%) of the total economic interests or total voting power of all
securities of beneficial interest of the Company entitled to vote generally and / or (y) as a result of which the
Common Stock would be converted into, or exchanged for, or would be reclassified or changed into, stock, other securities,
other property or assets (including cash or any combination thereof).


 






    4


     


    

 


17.          
PUT OPTION.


 


(a)          
Subject to the limitations provided in this Section 3, the Holder shall have the option (the “Put Option”),
but not the obligation, to sell to the Company, in whole or in part, the warrants represented by the Warrant Certificate at a price
per warrant equal to the Put Price, and on the terms set forth in this Section 3. “Put Price” means an
amount equal to the product of (i) the number of Shares (as such term is defined in the Securities Purchase Agreement) held by
the Holder at the time of exercise of the Put Option calculated as discussed in (b) below, (ii) $25.00, (iii) 0.13, (iv) the
greater of (A) 3.25 and (B) the number of years (or a fraction thereof computed on the basis of a 360-day year comprised of twelve
30-day months) during which the Holder actually held such Shares as of the time of exercise of the Put Option (provided that this
number shall also include the holding period of the predecessors in interest of the Holder with respect to the Shares) and (v)
a fraction, the numerator of which is one and the denominator of which is the total number of warrants first issued by the Company
to the Holder (or its predecessor in interest) on the Date of Issuance.


 


(b)          
The Put Option may be exercised at any time on or after July 6, 2023. If prior to the time of exercise of the Put Option,
the Holder has sold any Shares, then solely for the purpose of calculating the number of Shares held by the Holder at such time,
such previously sold Shares shall be deemed to be held by the Holder at such time of exercise.


 


(c)          
The Put Option may be exercised only by the Holder delivering written notice of exercise to the Company specifying the number
of warrants to be sold pursuant to the Put Option (the “Put Notice”). The Company shall be obligated to purchase
from the Holder and cancel, and the Holder shall be obligated to sell to the Company, this Warrant or the portion thereof specified
in the Put Notice within 10 days of the Company’s receipt of the Put Notice (the “Put Notice Period”);
provided that such period may be mutually extended by the Company and the Holder as necessary to accommodate the determination
of the Put Price. For the avoidance of doubt, the Put Notice Period and the Put Option Closing Date (as defined below) may occur
after the Expiration Date, provided that the Put Notice is delivered prior to the close of business on the Expiration Date.
During the Put Notice Period, the Holder shall not take any action that has caused or will cause the Holder to have, directly or
indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent
position” (as defined in Rule 16a-1(h) under the Exchange Act with respect to the Common Stock), granted any other right
(including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes,
relates to or derived any significant part of its value from the Common Stock.


 






    5


     


    

 


(d)           If
the Put Option is exercised, the closing of the required purchase and sale of this Warrant shall occur on the 10th day
following the delivery of the Put Notice or at such other time as may be mutually agreed between the Company and the Holder
(the “Put Option Closing Date”). At the closing, and subject to the limitations on issuance of the
Company’s stock that apply in the case of an exercise of this Warrant under Section 1(e), the Company shall pay
the Holder the Put Price in cash or Common Stock or a combination of cash and Common Stock, provided that if the
number of Common Shares to be issued and paid to the Holder as the Put Price would result in the Holder or any person to whom
the Holder’s ownership is attributed in full or in part in applying the Ownership Limits beneficially or constructively
owning either a total number of shares of (i) Common Stock in excess of the Common Stock Ownership Limit (as defined and
determined in accordance with the Company’s Articles of Amendment and Restatement, as amended
(“Charter”)) or (ii) Capital Stock (as defined in the Charter) in excess of the Aggregate Stock Ownership
Limit (as defined and determined in accordance with the Charter, and together with the Common Stock Ownership Limit, the
 “Ownership Limits”), then the Company shall either deliver cash in lieu of any shares otherwise
deliverable in excess of such Ownership Limits, or, subject the Holder’s consent for each such issuance, grant a waiver
to such Holder from the Ownership Limits so as to permit the payment of such shares of Common Stock under the Charter but
only to the extent such Holder is not an individual and such waiver does not result in the total number of shares of Capital
Stock then beneficially or constructively owned by any direct or indirect owner of such Holder who is treated as an
individual pursuant to Sections 542(a)(2) and 544 of the United States Internal Revenue Code of 1986, as amended (the
 “Code”), as those sections are used in Section 856(h) of the Code and determined pursuant to Section 6.2.1
of the Charter, exceeding the Ownership Limits, provided further, that, the number of shares of Common Stock that may
be issued to the Holder upon exercise of the Put Option shall be limited to the extent necessary to ensure that, following
such exercise, the total number of shares of Common Stock then beneficially owned by such Holder does not exceed 19.9% of the
total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable
upon such exercise), unless the Company obtains stockholder approval of the issuances of any such shares of Common Stock then
beneficially owned by a Holder and any Affiliate of such Holder exceeding 19.9% of the total number of then issued and
outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise).
Within three days of the delivery of the Put Notice by the Holder to the Company, the Company will provide written notice to
the Holder of its election to pay the Put Price to the Holder in cash, Common Stock or a specified combination thereof; provided
that if the Company elects to make any portion of the payment of the Put Price in the form of Common Stock, each share of
such Common Stock shall be valued for purposes of payment of the Put Price at its Final Average Trading Price corresponding
to the Put Option Closing Date.


 


(e)           
The following defined terms shall be employed in the determination of Final Average Trading Price for purposes of Sections
3(d) and 6(a): (i) “Daily Dollar Trading Volume” for each Trading Day during any period, means
the Volume-Weighted Average Daily Price for such Trading Day multiplied by the aggregate number of shares of Common Stock traded
on such Trading Day; (ii) “Final Average Trading Price” means the Weighted Average Period Price of the
Common Stock for the period of 10 Trading Days ending immediately prior to the date that is two business days prior to the Put
Option Closing Date or the Warrant Share Delivery Date, as the case may be; (iii) “Trading Day” means a
day during which trading in securities generally occurs on the Trading Market; (iv) “Weighted Average Period Price”
of the Common Stock for any period means the quotient of (A) the sum of the Daily Dollar Trading Volume for each day during such
period divided by (B) the aggregate number of shares of Common Stock traded during such period; and (v) “Volume-Weighted
Average Daily Price,” on any Trading Day, means the volume-weighted average price for the Common Stock on the Trading
Market, during the period beginning at 9:30:01 a.m., Eastern Time (or such other time as is the official open of trading at the
Trading Market), and ending at 4:00:00 p.m., Eastern time (or such other time as is the official close of trading at the Trading
Market), as reported by Bloomberg through its “Volume at Price” function (or any successor function, or if there is
no such function or such successor function, then as calculated by a nationally recognized investment bank selected by the Company).
The volume-weighted average price shall be rounded to the nearest whole cent.


 


(f)           
Whenever the Holder sells or otherwise transfers any shares of Preferred Stock held by the Holder, the Holder shall immediately
send a notification of such sale or transfer to the Company setting forth in reasonable detail a description of such sale or transfer,
including without limitation, the date on which such sale or transfer is expected to become effective or consummated.


 






    6


     


    

 


(g)          
 The Holder shall execute such instruments and other documents as reasonably requested by the Company to evidence the sale,
provided that: (i) the Company shall bear any and all reasonable costs and expenses incurred by the Holder in connection
with the exercise of the Put Option and related sale of this Warrant, and (ii) the Holder shall not be required to make any representations
or warranties in connection with such sale other than representations and warranties with respect to title of this Warrant being
sold, authority to sell this Warrant and such matters pertaining to compliance with securities laws by the Holder as may be reasonably
requested by the Company.


 


18.          
NO FRACTIONAL SHARES; CHARGES, TAXES AND EXPENSES. No fractional Warrant Shares or scrip representing fractional shares
will be issued upon exercise of this Warrant. In lieu of any fractional shares which would otherwise be issuable, the Company shall
pay cash equal to the product of such fraction multiplied by the Fair Market Value of one Warrant Share. Issuance of Warrant Shares
shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance
of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in
the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the
event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise
shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all fees
required for same-day processing of any Notice of Exercise and all fees to The Depository Trust Company (or another established
clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.


 


19.          
NO STOCKHOLDER RIGHTS. Until the exercise of this Warrant or any portion of this Warrant, the Holder shall not have, nor
exercise, any rights as a stockholder of the Company (including without limitation the right to notification of stockholder meetings
or the right to receive any notice or other communication concerning the business and affairs of the Company).


 


20.          
MECHANICS OF EXERCISE.


 


(a)            Delivery
of Warrant Shares Upon Exercise. This Warrant may be exercised by the Holder hereof, in whole or in part, by delivering
to the Warrant Agent at the office of the Warrant Agent designated for such purposes, in the case of a cash exercise, and to
the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder
at the address of the Holder appearing on the books of the Company), in the case of a net exercise, a duly executed copy of
the Notice of Exercise in the form attached hereto as Exhibit A (the “Notice of Exercise”) by
facsimile or e-mail attachment and paying the Exercise Price (unless the Holder has elected to Net Exercise, if applicable)
then in effect with respect to the number of Warrant Shares as to which the Warrant is being exercised. No ink-original
Notice of Exercise shall be required, nor any medallion guarantee (or other type of guarantee or notarization) of any Notice
of Exercise shall be required. This Warrant shall be deemed to have been exercised immediately prior to the close of business
on the date of the delivery to the Company of the Notice of Exercise and payment of the Exercise Price (unless the Holder has
elected to Net Exercise, if applicable) as provided above, and the person entitled to receive the Warrant Shares issuable
upon such exercise shall be treated for all purposes as the Holder of such shares of record as of the close of business on
such date. Warrant Shares purchased hereunder shall be transmitted by the Company’s transfer agent to the Holder by
crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit and Withdrawal
at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is
an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the
Holder or (B) the shares are eligible for resale by the holder without volume or manner-of-sale limitations pursuant to Rule
144, and otherwise by electronic book-entry form (unless the Holder requests that the Warrant Shares be issued in
certificated form in the Notice of Exercise) by the end of the day on the date that is two trading days from the delivery to
the Company of the Notice of Exercise and payment of the aggregate Exercise Price (unless exercised by means of a cashless
exercise pursuant to Section 1(c)) (the “Warrant Share Delivery Date”). The Warrant Shares
shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to
have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment
to the Company of the Exercise Price (or by Net Exercise, if applicable) and all taxes required to be paid by the Holder, if
any, prior to the issuance of such shares, having been paid. The Company may settle the exercise of each Warrant by delivery
of Warrant Shares, by payment of cash in lieu thereof or by a combination thereof. Within three days of the delivery of the
Notice of Exercise by the Holder to the Company, the Company will provide written notice to the Holder of its election to
settle the exercise of the exercised Warrants in cash, Common Stock or a specified combination thereof; provided that
if the Company elects to so deliver any cash in lieu of shares of Common Stock, each share of such Common Stock shall be
valued for purposes of such settlement at its Final Average Trading Price corresponding to the Warrant Share Delivery
Date.


 






    7


     


    

 


(b)          
Rescission Rights. If the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares
pursuant to Section 6(a) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


21.          
CERTIFICATE OF ADJUSTMENT. Whenever the Exercise Price or number or type of securities issuable upon exercise of this Warrant
is adjusted, as herein provided, the Company shall, at its expense, promptly deliver to the Holder a certificate of an officer
of the Company setting forth the nature of such adjustment and showing in detail the facts upon which such adjustment is based.
Whenever the Company makes any announcement or provides any notice to any Person pertaining to any Change of Control or any redemption
of any of its capital stock (including the Preferred Stock), the Company shall, at its expense, immediately send to the Holder
a certificate of an officer of the Company setting forth in reasonable detail a description of such Change of Control or redemption
and any related transactions, including without limitation the date on which such Change of Control or redemption is expected to
become effective or consummated. All certificates required pursuant to this Section 7 shall be provided by facsimile or
electronic mail or by overnight delivery, in each case, in accordance with Section 14(b).


 


22.          
COMPLIANCE WITH SECURITIES LAWS.


 


(a)          
The Holder understands that this Warrant and the Warrant Shares are characterized as “restricted securities”
under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public
offering and that under such laws and applicable regulations this Warrant and the Warrant Shares may be resold without registration
under the Securities Act of 1933, as amended (the “Securities Act”), only in certain limited circumstances.
In this connection, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and
understands the resale limitations imposed thereby and by the Securities Act.


 


(b)          
Prior and as a condition to the sale or transfer of the Warrant Shares issuable upon exercise of this Warrant, the Holder
shall furnish to the Company such certificates, representations, agreements and other information, as the Company or the Company’s
transfer agent reasonably may require to confirm that such sale or transfer is being made pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities Act, unless such Warrant Shares are being sold or
transferred pursuant to an effective registration statement.


 


(c)           The
Holder acknowledges that the Company may place a restrictive legend on the Warrant Shares issuable upon exercise of this
Warrant in order to comply with applicable securities laws, in substantially the following form and substance, unless such
Warrant Shares are otherwise freely tradable under Rule 144 of the Securities Act:


 






    8


     


    

 


“THE SECURITIES
EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION, IN
EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT
REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”


 


The Holder also acknowledges
that the Company may place a restrictive legend on the Warrant Shares issuable upon exercise of this Warrant in order to comply
with applicable securities laws, in substantially the following form and substance:


 


“THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE OWNED BY A PERSON OR PERSONS WHO MAY BE CONSIDERED AN AFFILIATE FOR PURPOSES OF RULE 144 UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NO OFFER, SALE, TRANSFER OR ASSIGNMENT OF THESE SHARES OR ANY INTEREST
THEREIN MAY BE MADE UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT THE SHARES MAY BE SOLD PURSUANT
TO RULE 144 UNDER THE ACT OR ANOTHER APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”


 


23.          
REPLACEMENT OF WARRANTS. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity
agreement reasonably satisfactory in form and amount to the Company (but not the posting of any surety or other bond) or, in the
case of any such mutilation, on surrender and cancellation of such Warrant, the Company at its expense will execute and deliver,
in lieu thereof, a new Warrant of like tenor.


 


24.          
NO IMPAIRMENT. Except to the extent as may be waived by the Holder, the Company will not, by amendment of its charter or
through a Change of Control, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment.


 






    9


     


    

 


25.          
 TRADING DAYS. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall be other than a day on which the Common Stock is traded on the Trading Market, then such action may be taken or such
right may be exercised on the next succeeding day on which the Common Stock is so traded.


 


26.          
TRANSFERS; EXCHANGES.


 


(a)          
Subject to compliance with applicable federal and state securities laws and Section 8 hereof, this Warrant may only
be transferred by the Holder to an Affiliate of the Holder (a “Permitted Transfer”). For a transfer of this
Warrant as an entirety by the Holder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in
the form attached hereto as Exhibit B duly completed and executed on behalf of the Holder, the Company shall issue a new
Warrant of the same denomination to the assignee. For a transfer of this Warrant with respect to a portion of the Warrant Shares
purchasable hereunder, upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached
hereto as Exhibit B duly completed and executed on behalf of the Holder, the Company shall issue a new Warrant to the assignee,
in such denomination as shall be requested by the Holder, and shall issue to the Holder a new Warrant covering the number of shares
in respect of which this Warrant shall not have been transferred. The term “Affiliate” as used herein means,
with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled
by or is under common control with such person, and any officers, employees or partners of the Holder.


 


(b)          
Upon any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants
that carry the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying
the denominations in which new warrants are to be issued to the Holder and signed by the Holder hereof. The term “Warrants”
as used herein includes any warrants into which this Warrant may be divided or exchanged.


 


27.          
AUTHORIZED SHARES. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized
and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of
any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority
to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights
under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may
be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market
upon which the Common Stock may be quoted or listed. The Company covenants that all Warrant Shares which may be issued upon the
exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant
and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and
free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).


 


		28.	MISCELLANEOUS.



 


(a)           Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the United States of America and
the State of New York, both substantive and remedial, without regard to New York conflicts of law principles. Any judicial
proceeding brought under this Agreement or any dispute arising out of this Agreement or any matter related hereto shall be
brought in the courts of the State of New York, New York County, or in the United States District Court for the Southern
District of New York.


 






    10


     


    

 


(b)          
Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be sent by
confirmed facsimile or electronic mail, or mailed by first-class registered or certified airmail, or nationally recognized overnight
express courier, postage prepaid, and shall be deemed given when so sent in the case of facsimile or electronic mail transmission,
or when so received in the case of mail or courier, and addressed as follows: (a) if to the Company, at Great Ajax Corp., 9400
SW Beaverton-Hillsdale Hwy, Suite 131, Beaverton, Oregon 97005, Attn: Lawrence Mendelsohn, e-mail: larry@aspencapital.com; with
a copy to (which shall not constitute notice) Mayer Brown LLP, 1221 Avenue of the Americas, New York, New York 10020, Attn: Anna
T. Pinedo, Esq., e-mail: apinedo@mayerbrown.com, (b) to the Warrant Agent, at American Stock Transfer & Trust Company, LLC,
6201 15th Avenue, Brooklyn, New York 11219, e-mail: reorgwarrants@astfinancial.com, with a copy to American Stock Transfer
 & Trust Company, LLC, 48 Wall Street, 22nd Floor, New York, New York 10005, Attn: Legal Department, e-mail: legalteamAST@astfinancial.com,
and (c) if to the Holder, at such address or addresses (including copies to counsel) as may have been furnished by the Holder to
the Company in writing.


 


(c)          
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any
other provisions.


 


(d)          
No Voting Rights; Limited Dividend Rights. Nothing contained in this Warrant shall be construed as conferring upon
the Holder hereof the right to vote or to consent to receive notice as a stockholder of the Company or any other matters or any
rights whatsoever as a stockholder of the Company. No dividends or interest shall be payable or accrued in respect of this Warrant
or the interest represented hereby or the interests purchasable hereunder until, and only to the extent that, this Warrant shall
have been exercised.


 


(e)           
Tax Treatment.


 


(i)            
The Company and the Holder agree to treat the Warrant as a debt instrument for U.S. federal income tax purposes with an
issue price and a stated redemption price at maturity as set forth for the Holder under Schedule I attached hereto. In order to
obtain “original issue discount” information with respect to the Warrant in accordance with Treas. Reg. 1.1275-3(b),
a Holder can contact Mary Doyle at 503-444-4224


 


(ii)           
The Company shall maintain a register for the recordation of the names and addresses of each Holder, and the percentage
or portion of such rights and obligations assigned, including the principal amounts (and stated interest) of each Holder from time
to time (the “Register”). Any Warrant may only be transferred in compliance with Section 12 hereof and upon
surrender of such Warrant and the issuance by the Company of a new Warrant (or through a book-entry system), which is intended
to comply with U.S. Treasury Regulations Section 1.871-14(c) and Proposed Regulations Section 1.871-14(c). The Register is intended
to establish that the Warrant is in registered form within the meaning of United States Treasury Regulation Section 5f.103-1(c)
and Proposed Regulation Section 1.163-5(b).


 






    11


     


    

 


(iii)            The
Company shall be entitled to deduct and withhold from any amounts payable under the Warrant such amounts as the Company is
required to deduct and withhold under the Code or any provision of applicable law. The Company does not intend to make any
deduction or withholding under the Code of any provision of applicable law so long as it receives from the Holder (1) any
complete and correct applicable IRS Form W-9, W-8BEN, W-8BEN-E, W-8ECI or W-8IMY (with any applicable attachments) and (2)
any documentation that is required under Sections 1471-1474 of the Code to enable the Company to determine its duties and
liabilities with respect to any taxes it may be required to withhold in respect of such Warrant or Holder.


 


[Signature Page Follows]


 






    12


     


    

 


IN WITNESS WHEREOF, each of the Company and
the Warrant Agent has caused this Warrant Certificate to be duly executed as of the date first above written.


 


	 	 	GREAT AJAX CORP.
	 	 	 
	 	 	 
	 	 	 
	 	 	By:_______________________________________
	 	 	Name: Russell Schaub
	 	 	Title: President
	 	 	 
	 	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent.
	 	 	 
	 	 	 
	 	 	 
	 	 	By:_______________________________________
	 	 	Name:
	 	 	Title:






 


[Signature page to Warrant]


 






    


     


    

 


EXHIBIT A


 


NOTICE OF EXERCISE


(To be signed only upon exercise of Warrant)


 


To:__________________________


 


The undersigned, the
holder of a right to purchase common stock, par value $0.01 per share (“Common Stock”), of GREAT AJAX CORP.,
a Maryland corporation (the “Company”), pursuant to the attached Warrant to Purchase Shares of Common Stock
of Great Ajax Corp. (the “Warrant”), dated as of June 3, 2020, hereby irrevocably elects to exercise the purchase
right represented by such Warrant for, and to purchase thereunder, ______________________________ (_________) shares of Common
Stock and (choose one):


 


		3)	_______ herewith makes payment of ______________________________ Dollars ($__________) therefor
by wire transfer of immediately available funds to the account designated below by the Company.



 


Amount of Transfer: $________________


Date of Transfer: ________, 20__


Bank: [•]


ABA Number: [•]


A/C Number: [•]


A/C Name: [•]


Ref: [•]


ATT: [•]


 


OR


 


		4)	_______ herewith elects to Net Exercise the Warrant pursuant to Section 1(c) thereof.



 


The undersigned requests
that the certificates or book entry position representing the shares of Common Stock to be acquired pursuant to such exercise be
issued in the name of, and delivered to __________________________________________, whose address is ____________________________________________________________________________________________________.


 






    


     


    

 


By its signature below
the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation
D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached
Warrant as of the date hereof, including Section 8 thereof.


 


DATED: ________________


 


	 	 	[NAME OF HOLDER]
	 	 	 
	 	 	 
	 	 	 
	 	 	By:_______________________________________
	 	 	 
	 	 	Name:____________________________________
	 	 	 
	 	 	Its:_______________________________________






 


[Signature page to Notice of Exercise]


 






    


     


    

 


EXHIBIT B


 


NOTICE OF ASSIGNMENT FORM


 


FOR VALUE RECEIVED, [_________] (the
 “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached
Warrant with respect to the number of shares of common stock of GREAT AJAX CORP., a Maryland corporation (the “Company”),
covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents
and warrants to the Company that the transfer is in compliance with Sections 8 and 12 of the Warrant and applicable federal
and state securities laws:


 


	NAME OF ASSIGNEE:	 	ADDRESS/FAX NUMBER:
	 	 	 
	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Number of shares:	 	 	Signature:	 
	 	 	 	 	 
	Dated:	 	 	Witness:	 


 


ASSIGNEE ACKNOWLEDGMENT


 


The undersigned Assignee acknowledges that
it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited
investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees
to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 7 thereof.


 


	 	Signature:	 
	 	 	 
	 	By:	 
	 	Title:	 


 


	Address: