Exhibit 10.5


 


AMENDMENT NO. 1 AND JOINDER TO


REGISTRATION RIGHTS AGREEMENT


 


This Amendment No.
1 and Joinder to Registration Rights Agreement (this “Amendment”) dated as of June 3, 2020 (the “Effective
Date”) is entered into by and among Great Ajax Corp., a Maryland corporation (the “Company”) and the
Purchasers set forth on the signature pages hereto. Capitalized terms used but not defined herein have the respective meanings
assigned to such terms in the Registration Rights Agreement (as defined below).


 


WHEREAS, each of
the Company and certain of the Purchasers, among others, executed and delivered the Securities Purchase Agreement, pursuant to
which on April 6, 2020 the Company issued and sold, and each of such initial Purchasers purchased, the number of shares
of Preferred Stock and Warrants (the “Original Securities”) set forth next to the name of such Purchaser on
Schedule II thereto;


 


WHEREAS, in connection
with the issuance of the Original Securities, the Company and the Purchasers originally party to the Securities Purchase Agreement
executed and delivered the Registration Rights Agreement dated as of April 6, 2020 (the “Registration Rights
Agreement”) pursuant to which, among other things, the Company agreed to register under the Securities Act the resale
of the Registrable Securities on the terms and conditions set forth therein;


 


WHEREAS, the Company
has 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 Purchasers that purchased
securities on April 6, 2020, to permit certain other investment funds or accounts, managed or advised by Magnetar (including
the Option Purchasers (as defined herein), 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 Purchasers delivered a written notice to the Company pursuant to which the Purchasers exercised in full their
option set forth in the Securities Purchase Agreement (the “Option Exercise”) to purchase the Option Securities
(as defined in the Securities Purchase Agreement);


 


WHEREAS, in respect
of the exercise of the option to purchase the Option Securities by the Purchasers and the Company’s issuance and sale of
the Option Securities to certain of the Purchasers against payment therefor, as of the date hereof, the Company and the Purchasers,
among others, have executed and delivered an Amendment No. 1 and Joinder to Securities Purchase Agreement in order to, among other
things, update the definition of “Purchasers” and the list of Purchasers attached as Schedule II thereto; and


 


WHEREAS, the parties
hereto desire to enter into this Amendment in order to, among other things, update the list of Purchasers attached as Exhibit A
to the Registration Rights Agreement and effective as of the date hereof join the Option Purchasers as parties to the Registration
Rights Agreement.


 



     


     


    

 


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 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 the Registration Rights
Agreement), including allowing any such Additional Parties to obtain the registration and other rights contemplated by the Registration
Rights Agreement.



 


	2.	Amendments.



 


		a.	Schedule A of the Registration Rights Agreement is hereby amended and restated in its entirety
as set forth in Schedule A hereto, and the definitions of “Purchaser” and “Purchasers” in the Registration
Rights Agreement are hereby amended and restated in their entirety to include each Purchaser set forth in Schedule A hereto.



 


		b.	The definition of “Securities Purchase Agreement” in the Registration Rights Agreement
is hereby amended and restated in its entirety with the following definition:



 


““Securities Purchase
Agreement” means the Securities Purchase Agreement, dated as of April 3 2020, by and among the Company, Great Ajax Operating
Partnership, L.P. Thetis Asset Management LLC and certain Purchasers thereto, as amended by Amendment No. 1 and Joinder thereto,
dated as of June 3, 2020.”


 


	3.	Joinder. Effective as of the date hereof, each of the Magnetar Constellation Master
Fund, Ltd., Purpose Credit Alternative Fund – F LLC and Purpose Credit Alternative Fund – T LLC (collectively, the
 “Option Purchasers” and each, an “Option Purchaser”) hereby agrees to become a party to,
be bound by, and comply with the terms and conditions set forth in the Registration Rights Agreement, as amended by this Amendment,
with all of the rights, privileges and obligations as if such Option Purchaser had executed and delivered the Registration Rights
Agreement as a First Closing Purchaser thereunder. Each of the Company and the Purchasers hereby agree that each Option Purchaser
shall be treated as a party to the Registration Rights Agreement and shall be deemed to have all rights and privileges necessary
to exercise the rights of a Purchaser thereunder.



 


	4.	Other Agreements. The Company and the Purchasers hereby agree that the provisions
set forth in Article III of the Registration Rights 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 Registration Rights Agreement.



 


	5.	Miscellaneous. In the event of a conflict between the terms, conditions and provisions
set forth in this Amendment and those set forth in the Registration Rights Agreement, the provisions set forth in this Amendment
shall prevail.



 


[Signature Page Follows]


 






    2


     


    

 


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




 


Signature Page to Amendment No. 1 and Joinder to Registration
Rights 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	 




 





Signature Page to Amendment No. 1 and Joinder to Registration
Rights 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	 




 





Signature Page to Amendment No. 1 and Joinder to Registration
Rights 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	 




 





Signature Page to Amendment No. 1 and Joinder to Registration
Rights 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	 




 





Signature Page to Amendment No. 1 and Joinder to Registration
Rights 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	 




 





Signature Page to Amendment No. 1 and Joinder to Registration
Rights 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	 




 





Signature Page to Amendment No. 1 and Joinder to Registration
Rights 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	 




 





Signature Page to Amendment No. 1 and Joinder to Registration
Rights 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	 




 





Signature Page to Amendment No. 1 and Joinder to Registration
Rights 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	 




 





Signature Page to Amendment No. 1 and Joinder to Registration
Rights Agreement


(Great Ajax Corp.)