Exhibit 10.6


 


FIRST AMENDMENT TO


 


SECURITIES SUBSCRIPTION AGREEMENT


 


This
First Amendment (this “Amendment”) to the Securities Subscription Agreement, dated as of September 16,
2020 (the “Agreement”), by and between Ajax I, a Cayman Islands exempted company (the “Company”)
and Ajax I Holdings, LLC, a Delaware limited liability company (the “Subscriber”), is made and entered into
as of October 15, 2020, by and between the Company and the Subscriber. Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to such terms in the Agreement.


 


RECITALS


 


WHEREAS, the Company
and the Subscriber previously entered into the Agreement, pursuant to which the Company issued and the Subscriber subscribed for
Class B ordinary shares, US$0.0001 par value per share, of the Company; and


 


WHEREAS, the Company
and the Subscriber desire to amend the Agreement as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the undersigned, intending to be legally bound hereby, agree as follows:


 


1. Amendments
to Section 5(a).


 


Section 2.1.8
of the Agreement is amended to add the double underlined language as shown below:


 


2.1.8 Restrictions
on Transfer; Shell Company. The Subscriber understands the Shares are being offered in a transaction not involving a public
offering within the meaning of the Securities Act. The Subscriber understands the Shares will be “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act and the Subscriber understands that any certificates or book-entries
representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer,
resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant
to: (i) registration under the Securities Act, or (ii) an available exemption from registration. The Subscriber agrees that if
any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber
may, at the Company’s option, be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent
registration or an exemption, the Subscriber agrees not to resell the Shares. The Subscriber further acknowledges that because
the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until at least one
year following consummation of the initial business combination of the Company (which may not occur), despite technical compliance
with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions, subject
to the lock-up period as described under Section 5.2.


 






     


     


    

 


2. Amendment
to Section 5.2. Section 5.2 of the Agreement is hereby deleted in its entirety and replaced as follows:


 


5.2 Lock-up.
The Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in the
Insider Letter. Pursuant to the Insider Letter, the Subscriber will agree (subject to certain customary exceptions) not to sell,
transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares until the earlier to occur of: (a) two years
after the completion of the Company’s initial business combination, (b) if the last sale price of the Class A Shares equals
or exceeds US$12.00 per share (as adjusted for share sub-divisions, share capitalizations, rights issuances, subdivisions, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the
Company’s initial business combination and (c) the date on which the Company consummates a liquidation, merger, share exchange,
reorganization or other similar transaction after the Company’s initial business combination that results in all of the Company’s
shareholders having the right to exchange their Shares for cash, securities or other property.


 


3. Effect
on the Agreement. On and after the date hereof, each reference in the Agreement to “this Agreement”, “herein”,
“hereof”, “hereunder” or words of similar import shall mean and be a reference to the Agreement as amended
hereby. Except as specifically amended by this Amendment, the Agreement shall remain in full force and effect, and the Agreement,
as amended by this Amendment, is hereby ratified and confirmed in all respects.


 


4. Headings.
The headings and captions of the various subdivisions of this Amendment are for convenience of reference only and shall in no way
modify or affect the meaning or construction of any of the terms or provisions hereof.


 


5. Counterparts.
This Amendment may be executed in one or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


6. Governing
Law. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and governed
by the laws of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the
conflict of law principles thereof.


 


[Signature Page Follows]


 




     


     


    

 


IN WITNESS WHEREOF, the parties hereto
have duly executed and delivered this Amendment as of the date first written above.


 


	 	Ajax I
	 	 	 
	 	By:	/s/ J. Morgan Rutman
	 		Name: J. Morgan Rutman
	 		Title: Chief Financial Officer


 


	Ajax I Holdings, LLC	 
	 	 	 
	By:	/s/ Daniel S. Och	 
		Name: Daniel S. Och	 
		Title: President	 


 


[Signature Page for First Amendment to Securities Subscription
Agreement]