Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


BY AND AMONG


 


GREAT AJAX CORP.


 


AND


 


THE PURCHASERS NAMED HEREIN


 


This REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made and entered into as of May 7, 2020, by and among Great Ajax Corp., a Maryland
corporation (the “Company”), and the purchasers set forth in Schedule A hereto (individually, a “Purchaser”
and collectively, the “Purchasers”).


 


WHEREAS, this Agreement
is entered into in connection with the closing of the issuance and sale of the Preferred Stock (as defined below) and the Warrants
(as defined below), pursuant to the Securities Purchase Agreement, dated as of May 7, 2020 (the “Securities Purchase Agreement”),
by and among the Company, Great Ajax Operating Partnership LP, Thetis Asset Management LLC, the Purchasers and the other parties
thereto;


 


WHEREAS, the Company
has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchasers pursuant
to the Securities Purchase Agreement; and


 


WHEREAS, it is a condition
to the obligations of the Purchasers and the Company under the Securities Purchase Agreement that this Agreement be executed and
delivered;


 


NOW THEREFORE, in consideration
of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by each party hereto, the parties hereby agree as follows:


 


Article
I

DEFINITIONS


 


Section 1.01 Definitions.
Capitalized terms used herein without definition shall have the meanings given to them in the Securities Purchase Agreement. The
terms set forth below are used herein as so defined:


 


“Affiliate”
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, the Person in question. As used herein, the term “control” means
the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether
through ownership of voting securities, by contract or otherwise. For avoidance of doubt, for purposes of this Agreement, (i) the
Company, on the one hand, and the Purchasers, with the exception of Flexpoint Special Assets Fund, L.P. and its Affiliates, on
the other hand, shall not be considered Affiliates and (ii) any fund, entity or account managed, advised or sub-advised, directly
or indirectly, by a Purchaser or any of its Affiliates, shall be considered an Affiliate of such Purchaser. For purposes of this
Agreement, any fund, entity or account managed, advised or sub-advised, directly or indirectly, by any Purchaser or any of its
Affiliates or the direct or indirect equity owners, including limited partners, of such Purchaser or Affiliate, shall be considered
an Affiliate of such Purchaser.


 


“Agreement”
has the meaning specified therefor in the introductory paragraph of this Agreement.


 






    	 	 	 



     


    

 


“Business
Day” means any day other than a Saturday, Sunday, any federal legal holiday or day on which banking institutions in the
State of New York are authorized or required by law or other governmental action to close.


 


“Closing Date”
means May 7, 2020.


 


“Common Stock”
means the Company’s common stock, par value $0.01 per share.


 


“Common Stock
Price” means $8.02.


 


“Common Stock
Registrable Securities” means the Common Stock issued or issuable upon the exercise of the Warrants or the exercise of
the Put Option (as such term is defined in the Warrants) and includes any type of ownership interest issued to the Holders as a
result of Section 3.04 of this Agreement.


 


“Company”
has the meaning specified therefor in the introductory paragraph of this Agreement.


 


“Delay Liquidated
Damages” has the meaning specified therefor in Section 2.03 of this Agreement.


 


“Effective
Date” means, with respect to a particular Shelf Registration Statement, the date of effectiveness of such Shelf Registration
Statement.


 


“Effectiveness
Deadline” has the meaning specified therefor in Section 2.01(a) of this Agreement.


 


“Effectiveness
Period” means the period beginning on the Effective Date for the Registration Statement and ending at the time all Registrable
Securities covered by such Registration Statement have ceased to be Registrable Securities.


 


“Electing
Holders” has the meaning specified therefor in Section 2.04 of this Agreement.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Governmental
Authority” means any federal, state, local or foreign government, or other governmental, regulatory or administrative
authority, agency or commission or any court, tribunal, or judicial or arbitral body.


 


“Holder”
means the holder of any Registrable Securities. For purposes of this Agreement, in the case of any Registrable Securities held
by or through a depositary, broker or other intermediary, the holder shall be deemed to be the beneficial owner of such Registrable
Securities. In accordance with Section 3.05 of this Agreement, for purposes of determining the availability of any rights
and applicability of any obligations under this Agreement, including, calculating the amount of Registrable Securities held by
a Holder, a Holder’s Registrable Securities shall be aggregated together with all Registrable Securities held by other Holders
who are Affiliates of such Holder.


 


“Included
Registrable Securities” has the meaning specified therefor in Section 2.02(a) of this Agreement.


 


“Launch”
has the meaning specified therefor in Section 2.04 of this Agreement.


 


“Law”
means any statute, law, ordinance, regulation, rule, order, code, governmental restriction, decree, injunction or other requirement
of law, or any judicial or administrative interpretation thereof, of any Governmental Authority.


 






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“LD Period”
has the meaning specified therefor in Section 2.01(b) of this Agreement.


 


“LD Termination
Date” has the meaning specified therefor in Section 2.01(b) of this Agreement.


 


“Liquidated
Damages” has the meaning specified therefor in Section 2.01(b) of this Agreement.


 


“Liquidated
Damages Multiplier” means the sum of (a) the product of the Common Stock Price times the number of Common Stock Registrable
Securities held by the applicable Holder plus (b) the product of the Preferred Stock Price times the number of Preferred
Stock Registrable Securities held by the applicable Holder.


 


“Losses”
has the meaning specified therefor in Section 2.09(a) of this Agreement.


 


“Managing
Underwriter” means, with respect to any Underwritten Offering, the book-running lead manager of such Underwritten Offering.


 


“NYSE”
means The New York Stock Exchange, Inc.


 


“Opt-Out Notice”
has the meaning specified therefor in Section 2.02(a) of this Agreement.


 


“Person”
means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization,
association, government agency or political subdivision thereof or other entity.


 


“Piggyback
Threshold Amount” means $5.0 million.


 


“Post-Launch
Withdrawing Selling Holders” has the meaning specified therefor in Section 2.04 of this Agreement.


 


“Preferred
Stock Price” means $25.00.


 


“Preferred
Stock” means both the (a) the Series A Preferred Stock and (b) the Series B Preferred Stock issued and sold pursuant
to the Securities Purchase Agreement.


 


“Preferred
Stock Registrable Securities” means the Preferred Stock, all of which are subject to the rights of Preferred Stock Registrable
Securities provided herein until such time as such securities cease to be Registrable Securities pursuant to Section 1.02.


 


“Purchaser”
and “Purchasers” have the meanings specified therefor in the introductory paragraph of this Agreement.


 


“Registrable
Securities” means the Common Stock Registrable Securities and the Preferred Stock Registrable Securities.


 


“Registrable
Securities Amount” means the calculation based on the product of the Common Stock Price times the number of Registrable
Securities.


 


“Registration
Expenses” has the meaning specified therefor in Section 2.08(b) of this Agreement.


 


“Registration
Statement” has the meaning specified therefor in Section 2.01(a) of this Agreement.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 






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“Securities
Act” means the Securities Act of 1933, as amended.


 


“Securities
Purchase Agreement” has the meaning specified therefor in the introductory paragraph of this Agreement.


 


“Selling Expenses”
has the meaning specified therefor in Section 2.08(b) of this Agreement.


 


“Selling Holder”
means a Holder who is selling Registrable Securities under a Registration Statement pursuant to the terms of this Agreement.


 


“Selling Holder
Indemnified Persons” has the meaning specified therefor in Section 2.09(a) of this Agreement.


 


“Series A
Preferred Stock” means the Company’s 7.25% Series A Fixed-to-Floating Rate Preferred Stock, liquidation preference
$25.00 per share.


 


“Series B
Preferred Stock” means the Company’s 5.00% Series B Fixed-to-Floating Rate Preferred Stock, liquidation preference
$25.00 per share.


 


“Shelf Registration
Statement” means a registration statement under the Securities Act to permit the public resale of the Registrable Securities
from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then
in effect).


 


“Underwritten
Offering” means an offering (including an offering pursuant to a Shelf Registration Statement) in which Registrable Securities
are sold to one or more underwriters on a firm commitment basis for reoffering to the public or an offering that is a “bought
deal” with one or more investment banks.


 


“Underwritten
Offering Notice” has the meaning specified therefor in Section 2.04 of this Agreement.


 


“VWAP Price”
means, for each such period of measurement, the volume weighted average closing price of a share of Common Stock on the national
securities exchange on which the Common Stock is then listed (or admitted to trading).


 


“Warrants”
means the Series A Warrants and the Series B Warrants, issued pursuant to the Securities Purchase Agreement, to purchase 1,500,000
shares of Common Stock.


 


Section 1.02 Registrable
Securities. Any Registrable Security shall cease to be a Registrable Security at the earliest of the following: (a) when a
registration statement covering such Registrable Security becomes or has been declared effective by the SEC and such Registrable
Security has been sold or disposed of pursuant to such effective registration statement; (b) when such Registrable Security has
been sold or disposed of (excluding transfers or assignments by a Holder to an Affiliate) pursuant to Rule 144 under the Securities
Act (or any successor or similar provision adopted by the SEC then in effect) under circumstances in which all of the applicable
conditions of Rule 144 (as then in effect) are met; (c) when such Registrable Security is held by the Company or one of its direct
or indirect subsidiaries; or (d) when such Registrable Security has been sold or disposed of in a private transaction in which
the transferor’s rights under this Agreement are not assigned to the transferee of such securities pursuant to Section
2.11 hereof.


 






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Article
II

REGISTRATION RIGHTS


 


Section 2.01 Shelf
Registration.


 


(a) Shelf Registration.
On or prior to July 6, 2020, the Company shall use commercially reasonable efforts to prepare and file a Shelf Registration Statement
with the SEC to permit the public resale of all Registrable Securities on the terms and conditions specified in this Section
2.01 (a “Registration Statement”). The Registration Statement filed with the SEC pursuant to this Section
2.01(a) shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or such other form of registration
statement as is then available to effect a registration for resale of the Registrable Securities, covering the Registrable Securities,
and shall contain a prospectus in such form as to permit any Selling Holder covered by such Registration Statement to sell such
Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC
then in effect) at any time beginning on the Effective Date for such Registration Statement; provided, however, such Registration
Statement shall not be filed on a shelf registration statement that automatically becomes effective upon filing. The Company shall
use commercially reasonable efforts to cause a Registration Statement filed pursuant to this Section 2.01(a) to be declared
effective on or prior to October 5, 2020 (the “Effectiveness Deadline”). A Registration Statement shall provide
for the resale pursuant to any method or combination of methods legally available to, and requested by, the Selling Holders, including
by way of an Underwritten Offering, if such an election has been made pursuant to Section 2.04 of this Agreement. During
the Effectiveness Period, the Company shall use commercially reasonable efforts to cause a Registration Statement filed pursuant
to this Section 2.01(a) to remain effective, and to be supplemented and amended to the extent necessary to ensure that such
Registration Statement is available or, if not available, that another registration statement is available for the resale of the
Registrable Securities until the date on which all Registrable Securities have ceased to be Registrable Securities. In the event
that the minimum listing standards of the NYSE are satisfied, the Company shall prepare and file a supplemental listing application
with the NYSE (or such other national securities exchange on which the Common Stock Registrable Securities are then listed and
traded) to list the Common Stock Registrable Securities covered by a Registration Statement and shall use commercially reasonable
efforts to have such Common Stock Registrable Securities approved for listing on the NYSE (or such other national securities exchange
on which the Registrable Securities are then listed and traded) by the Effective Date of such Registration Statement, subject only
to official notice of issuance. Within two Business Days of the Effective Date of a Registration Statement, the Company shall notify
the Selling Holders of the effectiveness of such Registration Statement.


 


When effective, a Registration
Statement (including the documents incorporated therein by reference) will comply as to form in all material respects with all
applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the
case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made).
If the Managing Underwriter of any proposed Underwritten Offering of Registrable Securities (other than an Underwritten Offering
of Included Registrable Securities pursuant to Section 2.02) advises the Company that the inclusion of all of the Selling
Holders’ Registrable Securities that the Selling Holders intend to include in such offering exceeds the number that can be
sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Registrable Securities
offered or the market for the Registrable Securities, then the Registrable Securities to be included in such Underwritten Offering
shall include the number of Registrable Securities that such Managing Underwriter advises the Company can be sold without having
such adverse effect, with such number to be allocated (i) first, to the Selling Holders, allocated among such Selling Holders pro
rata on the basis of the number of Registrable Securities held by each such Selling Holder or in such other manner as such Selling
Holders may agree, and (ii) second, to any other holder of securities of the Company having rights of registration that are neither
expressly senior nor subordinated to the Holders in respect of the Registrable Securities.


 






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(b) Failure to Go
Effective. If a Registration Statement required to be filed by Section 2.01(a) is not declared effective on or prior
to the Effectiveness Deadline, then each Holder shall be entitled to a payment in cash (with respect to each Registrable Security
held by the Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period,
which shall accrue daily, for the first 60 calendar days immediately following the Effectiveness Deadline, increasing by an additional
0.25% of the Liquidated Damages Multiplier per 30-calendar-day period, which shall accrue daily, for each subsequent 30-calendar-day
period (i.e., 0.5% for 61-90 calendar days, 0.75% for 91-120 calendar days and 1.00% thereafter), up to a maximum of 1.00%
of the Liquidated Damages Multiplier per 30-calendar-day period, until such time as such Registration Statement is declared effective
or when the Registrable Securities covered by such Registration Statement cease to be Registrable Securities (the “Liquidated
Damages”). The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within 10 Business
Days after the end of each such 30-calendar-day period. Any Liquidated Damages shall be paid to each Holder in immediately available
funds. The accrual of Liquidated Damages to a Holder shall cease (an “LD Termination Date,” and, each such period
beginning on an Effectiveness Deadline and ending on an LD Termination Date being, an “LD Period”) at the earlier
of (1) the Registration Statement being declared effective and (2) when the Holder’s Registrable Securities covered
by such Registration Statement cease to be Registrable Securities. Any amount of Liquidated Damages shall be prorated for any period
of less than 30 calendar days accruing during an LD Period. If the Company is unable to cause a Registration Statement to be declared
effective on or prior to the Effectiveness Deadline as a result of an acquisition, merger, reorganization, disposition or other
similar transaction, then the Company may request a waiver of the Liquidated Damages, and each Holder may individually grant or
withhold its consent to such request in its discretion. Nothing in this Section 2.01(b) shall relieve the Company from its
obligations under Section 2.01(a).


 


Section 2.02 Piggyback
Rights.


 


(a) Participation.
So long as a Holder has Common Stock Registrable Securities, if the Company proposes to file (i) a shelf registration statement
other than a Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf
registration statement relating to the sale of equity securities of the Company for its own account or that of another Person,
or both, other than a Registration Statement contemplated by Section 2.01(a) and Holders may be included without the filing
of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each
case, for the sale of shares of Common Stock in an Underwritten Offering for its own account or that of another Person, or both,
then promptly following the selection of the Managing Underwriter for such Underwritten Offering, the Company shall give notice
of such Underwritten Offering to each Holder (together with its Affiliates) holding at least the Piggyback Threshold Amount of
the then-outstanding Common Stock Registrable Securities (calculated based on the Common Stock Price) and such notice shall offer
such Holders the opportunity to include in such Underwritten Offering such number of Common Stock Registrable Securities (the “Included
Registrable Securities”) as each such Holder may request in writing; provided, however, that (A) the Company
shall not be required to provide such opportunity to any such Holder that does not offer a minimum of the Piggyback Threshold Amount
of Common Stock Registrable Securities (based on the Common Stock Price), or such lesser amount if it constitutes the remaining
holdings of such Holder, and (B) if the Company has been advised by the Managing Underwriter that the inclusion of Common
Stock Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution
of the shares of Common Stock in the Underwritten Offering, then (x) if no Common Stock Registrable Securities can be included
in the Underwritten Offering in the opinion of the Managing Underwriter, the Company shall not be required to offer such opportunity
to the Holders, or (y) if any Common Stock Registrable Securities can be included in the Underwritten Offering in the opinion
of the Managing Underwriter, then the amount of Common Stock Registrable Securities to be offered for the accounts of Holders shall
be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a)
to Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holder. Each such Holder shall
then have five Business Days (or three Business Days in connection with any overnight or bought Underwritten Offering) after notice
has been delivered to request in writing the inclusion of Common Stock Registrable Securities in the Underwritten Offering. If
no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right
to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten
Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or
to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling
Holders and, (1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation
to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case
of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities
as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have
the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Stock Registrable
Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at or prior to the time of
pricing of such Underwritten Offering. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company
requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however,
that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless
subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a)
and such Holder shall no longer be entitled to participate in Underwritten Offerings by the Company pursuant to this Section 2.02(a).


 






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(b) Priority.
If the Managing Underwriter of any proposed Underwritten Offering of shares of Common Stock included in an Underwritten Offering
involving Included Registrable Securities pursuant to this Section 2.02 advises the Company that the total number of shares
of Common Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number of shares
of Common Stock that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution
of shares of the Common Stock offered or the market for the shares of Common Stock, then the shares of Common Stock to be included
in such Underwritten Offering shall include the number of Common Stock Registrable Securities that such Managing Underwriter advises
the Company can be sold without having such adverse effect, with such number to be allocated (i) first, to the Company or other
party or parties requesting or initiating such registration or to any other holder of securities of the Company having rights of
registration pursuant to an existing registration rights agreement and (ii) second, by the Selling Holders who have requested
participation in such Underwritten Offering and by the other holders of shares of Common Stock (other than holders of Common Stock
Registrable Securities) with registration rights entitling them to participate in such Underwritten Offering, allocated among such
Selling Holders and other holders pro rata on the basis of the number of Common Stock Registrable Securities or shares of Common
Stock proposed to be sold by each applicable Selling Holder or other holder in such Underwritten Offering (based, for each such
participant, on the percentage derived by dividing (x) the number of shares of Common Stock proposed to be sold by such participant
in such Underwritten Offering by (y) the aggregate number of shares of Common Stock proposed to be sold by all participants in
such Underwritten Offering) or in such manner as they may agree. The allocation of shares of Common Stock to be included in any
Underwritten Offering other than an Underwritten Offering involving Included Registrable Securities pursuant to this Section
2.02 shall be governed by Section 2.01(a).


 






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(c) Termination
of Piggyback Registration Rights. Each Holder’s rights under this Section 2.02 shall terminate upon such Holder
ceasing to hold at least the Piggyback Threshold Amount of Common Stock Registrable Securities (calculated based on the Common
Stock Price).


 


Section 2.03 Delay
Rights.


 


Notwithstanding anything
to the contrary contained herein, the Company may, upon written notice to (i) all Holders, delay the filing of a Registration Statement
required under Section 2.01(a), or (ii) any Selling Holder whose Registrable Securities are included in a Registration Statement
or other registration statement contemplated by this Agreement, suspend such Selling Holder’s use of any prospectus that
is a part of such Registration Statement or other registration statement (in which event the Selling Holder shall discontinue sales
of the Registrable Securities pursuant to such Registration Statement or other registration statement contemplated by this Agreement
but may settle any previously made sales of Registrable Securities) if the Company (x) is pursuing an acquisition, merger, reorganization,
disposition or other similar transaction and the Company determines in good faith that the Company’s ability to pursue or
consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration
Statement or other registration statement or (y) has experienced some other material non-public event the disclosure of which at
such time, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however,
in no event shall (A) filing of such Registration Statement be delayed under clauses (x) or (y) of this Section 2.03 for
a period that exceeds 120 calendar days or (B) such Selling Holders be suspended under clauses (x) or (y) of this Section 2.03
from selling Registrable Securities pursuant to such Registration Statement or other registration statement for a period that exceeds
an aggregate of 60 calendar days in any 180 calendar-day period or 120 calendar days in any 365 calendar-day period, in each case,
exclusive of days covered by any lock-up agreement executed by a Selling Holder in connection with any Underwritten Offering. Upon
disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice, but
in any event within one Business Day of such disclosure or termination, to the Selling Holders whose Registrable Securities are
included in such Registration Statement and shall promptly terminate any suspension of sales it has put into effect and shall take
such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.


 


If (i) the Selling
Holders shall be prohibited or prevented from selling their Registrable Securities under a Registration Statement or other registration
statement contemplated by this Agreement as a result of a delay or suspension pursuant to the immediately preceding paragraph in
excess of the periods permitted therein or (ii) a Registration Statement or other registration statement contemplated by this Agreement
is filed and is declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable
for its intended purpose without being succeeded within 90 calendar days by a post-effective amendment thereto, a supplement to
the prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the
suspension is lifted or the Registration Statement required under Section 2.01(a), a post-effective amendment, supplement
or report is filed with the SEC, but not including any day on which a suspension is lifted or such Registration Statement, amendment,
supplement or report is filed with the SEC, if applicable, each Selling Holder shall be entitled to a payment (with respect to
each Registrable Security) from the Company, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier
per 30-calendar-day period, which shall accrue daily, for the first 60 calendar days immediately following the earlier of (x) the
date on which the suspension or delay period exceeded the permitted period and (y) the 31st calendar day after such Shelf Registration
Statement ceased to be effective or failed to be usable for its intended purposes, with such payment amount increasing by an additional
0.25% of the Liquidated Damages Multiplier per 30-day period, which shall accrue daily, for each subsequent 30-calendar-day period
(i.e., 0.5% for 61-90 calendar days, 0.75% for 91-120 calendar days and 1.00% thereafter), up to a maximum of 1.00% of the
Liquidated Damages Multiplier per 30-day period (the “Delay Liquidated Damages”). For purposes of this paragraph,
a suspension or delay shall be deemed lifted with respect to a Selling Holder on the date that (A) notice that the suspension has
been terminated is delivered to such Selling Holder, (B) the Registration Statement required under Section 2.01(a) is filed
with the SEC, or (C) a post-effective amendment or supplement to the prospectus or report is filed with the SEC pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act. Any Delay Liquidated Damages shall cease to accrue pursuant to this paragraph upon
the earlier of (1) a suspension or delay being deemed lifted and (2) when such Selling Holder no longer holds Registrable Securities
included in such Registration Statement, and shall be payable within 10 Business Days after the end of each such 30-day period.
Any amount of Delay Liquidated Damages shall be prorated for any period of less than 30 calendar days in which the payment of Delay
Liquidated Damages ceases. Any Delay Liquidated Damages shall be paid to each Selling Holder in immediately available funds.


 






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Section 2.04 Underwritten
Offerings.


 


In the event that any
Holder or Holders that are Affiliates of each other (the “Electing Holders”) elect to include, other than pursuant
to Section 2.02 of this Agreement, at least the lesser of (i) $10.0 million of Common Stock Registrable Securities in the
aggregate (calculated based on the expected gross proceeds of the Underwritten Offering of such Common Stock Registrable Securities)
and (ii) 100% of the then outstanding Common Stock Registrable Securities held by such Electing Holders under a Registration Statement
pursuant to an Underwritten Offering, the Company shall, upon request by the Electing Holders (such request, an “Underwritten
Offering Notice”), retain underwriters to permit the Electing Holders to effect such sale through an Underwritten Offering;
provided, however, that each Holder, together with its Affiliates, shall have the option and right to require the Company
to effect not more than four Underwritten Offerings in the aggregate, subject to a maximum of one Underwritten Offering during
any 90-day period. Upon delivery of such Underwritten Offering Notice to the Company, the Company shall as soon as practicable
(but in no event later than one Business Day following the date of delivery of the Underwritten Offering Notice to the Company)
deliver notice of such Underwritten Offering Notice to all other Holders, who shall then have two Business Days from the date that
such notice is given to them to notify the Company in writing of the number of Common Stock Registrable Securities held by such
Holder that they want to be included in such Underwritten Offering. Any Holders notified about an Underwritten Offering by the
Company after the Company has received the corresponding Underwritten Offering Notice may participate in such Underwritten Offering.
In connection with any Underwritten Offering under this Agreement, the Holders of a majority of the Common Stock Registrable Securities
being sold in such Underwritten Offering shall be entitled to select the Managing Underwriter or Underwriters, but only with the
consent of the Company, which shall not be unreasonably withheld, delayed or conditioned. In connection with an Underwritten Offering
contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Company shall be obligated to
enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations
as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such
Underwritten Offering unless such Selling Holder agrees to sell its Common Stock Registrable Securities on the basis provided in
such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents
reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or
all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such
underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling
Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other
than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement
and to sell, and its ownership of, the securities whose offer and resale will be registered, on its behalf, its intended method
of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting,
such Selling Holder may elect to withdraw therefrom by notice to the Company, the Electing Holders and the Managing Underwriter;
provided, however, that any such withdrawal must be made no later than the time of pricing of such Underwritten Offering.
If all Selling Holders withdraw from an Underwritten Offering prior to the pricing of such Underwritten Offering, the events will
not be considered an Underwritten Offering and will not decrease the number of available Underwritten Offerings the Holders have
the right and option to request under this Section 2.04. No such withdrawal or abandonment shall affect the Company’s
obligation to pay Registration Expenses pursuant to Section 2.08; provided, however, that if (A) certain Selling
Holders withdraw from an Underwritten Offering after the public announcement at launch (the “Launch”) of such
Underwritten Offering (such Selling Holders, the “Post-Launch Withdrawing Selling Holders”), and (B) all Selling
Holders withdraw from such Underwritten Offering prior to pricing, other than in either clause (A) or (B) as a result of the occurrence
of any event that would reasonably be expected to permit the Company to exercise its rights to suspend the use of a Registration
Statement or other registration statement pursuant to Section 2.03, then the Post-Launch Withdrawing Selling Holders shall
pay for all reasonable Registration Expenses incurred by the Company during the period from the Launch of such Underwritten Offering
until the time all Selling Holders withdraw from such Underwritten Offering.


 






    	 	9	 



     


    

 


Section 2.05 Sale
Procedures.


 


In connection with
its obligations under this Article II, the Company shall, as expeditiously as possible:


 


(a) use its reasonable
best efforts to prepare and file with the SEC such amendments and supplements to a Registration Statement and the prospectus used
in connection therewith as may be necessary to keep such Registration Statement effective for the Effectiveness Period and as may
be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities
covered by such Registration Statement;


 


(b) if a prospectus
supplement will be used in connection with the marketing of an Underwritten Offering from a Registration Statement and the Managing
Underwriter at any time shall notify the Company in writing that, in the sole judgment of such Managing Underwriter, inclusion
of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering
of such Registrable Securities, the Company shall use its reasonable best efforts to include such information in such prospectus
supplement;


 


(c) furnish to each
Selling Holder (i) as far in advance as reasonably practicable before filing a Registration Statement or any other registration
statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts
of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent
then required by the rules and regulations of the SEC), and provide each such Selling Holder the opportunity to object to any information
pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested
by such Selling Holder with respect to such information prior to filing a Registration Statement or such other registration statement
or supplement or amendment thereto, and (ii) such number of copies of such Registration Statement or such other registration statement
and the prospectus included therein and any supplements and amendments thereto as such Selling Holder may reasonably request in
order to facilitate the sale or other disposition of the Registrable Securities covered by such Registration Statement or other
registration statement;


 


(d) if applicable,
use its reasonable best efforts to register or qualify the Registrable Securities covered by a Registration Statement or any other
registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling
Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall reasonably request; provided, however,
that the Company shall not be required to qualify generally to transact business in any jurisdiction where it is not then required
to so qualify or to take any action that would subject it to general service of process in any such jurisdiction where it is not
then so subject;


 






    	 	10	 



     


    

 


(e) promptly notify
each Selling Holder, at any time when a prospectus relating thereto is required to be delivered by any of them under the Securities
Act, of (i) the filing of a Registration Statement or any other registration statement contemplated by this Agreement or any prospectus
or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such
Registration Statement or any other registration statement or any post-effective amendment thereto, when the same has become effective;
and (ii) the receipt of any written comments from the SEC with respect to any filing referred to in clause (i) and any written
request by the SEC for amendments or supplements to such Registration Statement or any other registration statement or any prospectus
or prospectus supplement thereto;


 


(f) immediately notify
each Selling Holder, at any time when a prospectus relating thereto is required to be delivered by such Selling Holder under the
Securities Act, of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in a Registration
Statement or any other registration statement contemplated by this Agreement, as then in effect, includes an untrue statement of
a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not
misleading (in the case of any prospectus contained therein, in the light of the circumstances under which a statement is made);
(ii) the issuance or express threat of issuance by the SEC of any stop order suspending the effectiveness of such Registration
Statement or any other registration statement contemplated by this Agreement, or the initiation of any proceedings for that purpose;
or (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable
Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice,
the Company agrees to as promptly as practicable amend or supplement the prospectus or prospectus supplement or take other appropriate
action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances
then existing and to take such other commercially reasonable action as is necessary to remove a stop order, suspension, threat
thereof or proceedings related thereto;


 


(g) upon request and
subject to appropriate confidentiality obligations, furnish to each Selling Holder copies of any and all transmittal letters or
other correspondence with the SEC or any other governmental agency or self-regulatory body or other body having jurisdiction (including
any domestic or foreign securities exchange) relating to such offering of Registrable Securities;


 


(h) in the case of
an Underwritten Offering, furnish, or use its reasonable best efforts to cause to be furnished, to the underwriters upon request,
(i) an opinion of counsel for the Company dated the date of the closing under the underwriting agreement and (ii) a “comfort”
letter, dated the pricing date of such Underwritten Offering and a letter of like kind dated the date of the closing under the
underwriting agreement, in each case, signed by the independent public accountants who have certified the Company’s financial
statements included or incorporated by reference into the applicable registration statement, and each of the opinion and the “comfort”
letter shall be in customary form and covering substantially the same matters with respect to such registration statement (and
the prospectus and any prospectus supplement included therein) as have been customarily covered in opinions of issuer’s counsel
and in accountants’ letters delivered to the underwriters in Underwritten Offerings of securities by the Company and such
other matters as such underwriters and Selling Holders may reasonably request;


 


(i) otherwise use its
reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders,
as soon as reasonably practicable, an earnings statement, covering a period of twelve months beginning within three months after
the Effective Date of such Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 promulgated thereunder;


 






    	 	11	 



     


    

 


(j) make available
to the appropriate representatives of the Managing Underwriter and Selling Holders access to such information and the Company personnel
as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act; provided,
that the Company need not disclose any non-public information to any such representative unless and until such representative has
entered into a confidentiality agreement with the Company;


 


(k) if the minimum
listing standards of the NYSE are satisfied, use its reasonable best efforts to cause all Common Stock Registrable Securities registered
pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which the Common
Stock are then listed or quoted; provided, however, that the Company shall have no obligation to cause any Preferred Stock
Registrable Securities registered pursuant to this Agreement to be listed on any securities exchange or nationally recognized quotation
system;


 


(l) use its reasonable
best efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities
as may be necessary by virtue of the business and operations of the Company to enable the Selling Holders to consummate the disposition
of such Registrable Securities;


 


(m) provide a transfer
agent and registrar for all Registrable Securities covered by such registration statement not later than the Effective Date of
such registration statement;


 


(n) enter into customary
agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order
to expedite or facilitate the disposition of Common Stock Registrable Securities (including, making appropriate officers of the
Company available to participate in any “road show” presentations before analysts, and other customary marketing activities
(including one-on-one meetings with prospective purchasers of the Common Stock Registrable Securities)), provided, however,
that in the event the Company, using reasonable best efforts, is unable to make such appropriate officers of the Company available
to participate in connection with any “road show” presentations and other customary marketing activities (whether in
person or otherwise), the Company shall make such appropriate officers available to participate via conference call or other means
of communication in connection with no more than one “road show” presentation per Underwritten Offering;


 


(o) if requested by
a Selling Holder, (i) incorporate in a prospectus supplement or post-effective amendment such information as such Selling Holder
reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including information
with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other
terms of the offering of the Registrable Securities to be sold in such offering, and (ii) make all required filings of such prospectus
supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or
post-effective amendment;


 


(p) if reasonably required
by the Company’s transfer agent, the Company shall promptly deliver any authorizations, certificates, opinions or directions
required by the transfer agent which authorize and direct the transfer agent to transfer Registrable Securities without legend
upon sale by the Holder of such Registrable Securities under a Registration Statement; and


 






    	 	12	 



     


    

 


Notwithstanding anything
to the contrary in this Section 2.05, the Company shall not name a Holder as an underwriter as defined in Section 2(a)(11)
of the Securities Act in any Registration Statement without such Holder’s consent. If the staff of the SEC requires the Company
to name any Holder as an underwriter as defined in Section 2(a)(11) of the Securities Act, and such Holder does not consent thereto,
then such Holder’s Registrable Securities shall not be included on such Registration Statement, such Holder shall no longer
be entitled to receive Liquidated Damages under this Agreement with respect to such Holder’s Registrable Securities and the
Company shall have no further obligations hereunder with respect to Registrable Securities held by such Holder, unless such Holder
has not had an opportunity to conduct customary underwriter’s due diligence with respect to the Company at the time such
Holder’s consent is sought.


 


Each Selling Holder,
upon receipt of notice from the Company of the happening of any event of the kind described in Section 2.05(f), shall forthwith
discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus supplement until such Selling
Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.05(f) or until
it is advised in writing by the Company that the use of the prospectus may be resumed and has received copies of any additional
or supplemental filings incorporated by reference in the prospectus, and, if so directed by the Company, such Selling Holder shall,
or shall request the Managing Underwriter, if any, to deliver to the Company (at the Company’s expense) all copies in their
possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering
such Registrable Securities current at the time of receipt of such notice.


 


Section 2.06 Cooperation
by Holders.


 


The Company shall have
no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant
to Section 2.02(a) who has failed to timely furnish after receipt of a written request from the Company such information that the
Company determines, after consultation with its counsel, is reasonably required in order for the registration statement or prospectus
supplement, as applicable, to comply with the Securities Act, and any such Holder shall not be entitled to Liquidated Damages or
Delay Liquidated Damages in connection with the applicable Registration Statement or other registration statement contemplated
by this Agreement.


 


Section 2.07 Restrictions
on Public Sale by Holders of Registrable Securities.


 


Each Holder of Common
Stock Registrable Securities that participates in an Underwritten Offering will enter into a customary letter agreement with underwriters
providing such Holder will not effect any public sale or distribution of Common Stock Registrable Securities during the 60 calendar-day
period beginning on the date of a prospectus or prospectus supplement filed with the SEC with respect to the pricing of any Underwritten
Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest
restriction generally imposed by the underwriters on the Company or the officers, directors or any other Affiliate of the Company
on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Common
Stock Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07
shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered
an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder (together with its Affiliates)
holds less than the Piggyback Threshold Amount of the then outstanding Common Stock Registrable Securities (calculated based on
the Common Stock Registrable Securities Amount) or because the Common Stock Registrable Securities held by such Holder may be disposed
of without restriction pursuant to any section of Rule 144 under the Securities Act (or any successor or similar provision adopted
by the SEC then in effect).


 






    	 	13	 



     


    

 


Section 2.08 Expenses.


 


(a) Expenses.
The Company shall pay all reasonable Registration Expenses as determined in good faith by the Company, including, in the case of
an Underwritten Offering, the reasonable Registration Expenses of an Underwritten Offering, regardless of whether any sale is made
pursuant to such Underwritten Offering. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection
with any sale of its Registrable Securities hereunder. Each Selling Holder’s pro rata allocation of Selling Expenses
shall be the percentage derived by dividing (i) the number of Registrable Securities sold by such Selling Holder in connection
with such sale by (ii) the aggregate number of Registrable Securities sold by all Selling Holders in connection with such sale.
In addition, except as otherwise provided in Sections 2.08 and 2.09 hereof, the Company shall not be responsible
for legal fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder.


 


(b) Certain Definitions.
 “Registration Expenses” means all expenses incident to the Company’s performance under or compliance with
this Agreement to effect the registration of Registrable Securities on a Registration Statement pursuant to Section 2.01(a)
or an Underwritten Offering covered under this Agreement, and the disposition of such Registrable Securities, including, without
limitation, all registration, filing, securities exchange listing and NYSE fees, all registration, filing, qualification and other
fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, Inc., fees
of transfer agents and registrars, all word processing, duplicating and printing expenses, any transfer taxes, and the fees and
disbursements of counsel and independent public accountants for the Company, including the expenses of any special audits or “comfort”
letters required by or incident to such performance and compliance, and the reasonable fees and disbursements of one counsel for
the Selling Holders participating in such Registration Statement or Underwritten Offering to effect the disposition of such Registrable
Securities, selected by the Holders of a majority of the Registrable Securities initially being registered under such Registration
Statement or other registration statement as contemplated by this Agreement, subject to the reasonable consent of the Company.
 “Selling Expenses” means all underwriting discounts and selling commissions or similar fees or arrangements
allocable to the sale of the Registrable Securities, and fees and disbursements of counsel to the Selling Holders, except for the
reasonable fees and disbursements of counsel for the Selling Holders required to be paid by the Company pursuant to Sections 2.08
and 2.09.


 


Section 2.09 Indemnification.


 


(a) By the Company.
In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company shall
indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and
each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors,
officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”),
against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively,
 “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities
Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any
prospectus, in light of the circumstances under which such statement is made) contained in (which includes documents incorporated
by reference in) such Registration Statement or any other registration statement contemplated by this Agreement, any preliminary
prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing
prospectus relating thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances
under which they were made) not misleading, and shall reimburse each such Selling Holder Indemnified Person for any legal or other
expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings;
provided, however, that the Company shall not be liable in any such case if and to the extent that any such Loss arises
out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with
information furnished by such Selling Holder Indemnified Person in writing specifically for use in such Registration Statement
or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer
of such securities by such Selling Holder.


 






    	 	14	 



     


    

 


(b) By Each Selling
Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, its directors, officers,
employees and agents and each Person, if any, who controls the Company within the meaning of the Securities Act or of the Exchange
Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company to the Selling
Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling
Holder expressly for inclusion in such Registration Statement or any other registration statement contemplated by this Agreement,
any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof,
or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not
be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from
the sale of the Registrable Securities giving rise to such indemnification.


 


(c) Notice.
Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall,
if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing
thereof, but the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified
party other than under this Section 2.09. In any action brought against any indemnified party, it shall notify the indemnifying
party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish,
to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from
the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying
party shall not be liable to such indemnified party under this Section 2.09 for any legal expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with
counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense or employ counsel
reasonably acceptable to the indemnified party or (ii) if the defendants in any such action include both the indemnified party
and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available
to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests
of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified
party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense
of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation
to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnifying
party shall settle any action brought against any indemnified party with respect to which such indemnified party is entitled to
indemnification hereunder without the consent of the indemnified party, unless the settlement thereof imposes no liability or obligation
on, and includes a complete and unconditional release from all liability of, and does not contain any admission of wrongdoing by,
the indemnified party.


 






    	 	15	 



     


    

 


(d) Contribution.
If the indemnification provided for in this Section 2.09 is held by a court or government agency of competent jurisdiction
to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party
as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one
hand and of such indemnified party, on the other hand, in connection with the statements or omissions that resulted in such Losses,
as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be
required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such
Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying
party on the one hand and the indemnified party on the other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made
by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable
if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of
the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably
incurred by such indemnified party in connection with investigating, defending or resolving any Loss that is the subject of this
paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.


 


(e) Other Indemnification.
The provisions of this Section 2.09 shall be in addition to any other rights to indemnification or contribution that an
indemnified party may have pursuant to law, equity, contract or otherwise.


 


Section 2.10 Rule
144 Reporting.


 


With a view to making
available the benefits of certain rules and regulations of the SEC that may permit the sale of the Registrable Securities to the
public without registration, the Company agrees to use its reasonable best efforts to:


 


(a) make and keep public
information regarding the Company available, as those terms are understood and defined in Rule 144 under the Securities Act (or
any successor or similar provision adopted by the SEC then in effect), at all times from and after the date hereof;


 


(b) file with the SEC
in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at all
times from and after the date hereof; and


 


(c) so long as a Holder
owns any Registrable Securities, furnish, unless otherwise available electronically at no additional charge via the SEC’s
EDGAR system, to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the Company, and such
other reports and documents as such Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing
such Holder to sell any such securities without registration.


 


Section 2.11 Transfer
or Assignment of Registration Rights.


 


The rights to cause
the Company to register Registrable Securities granted to the Purchasers by the Company under this Article II may be transferred
or assigned by any Purchaser to one or more transferees or assignees of Registrable Securities, subject to the transfer restrictions
provided in the Securities Purchase Agreement, provided, however, that (a) the Company is given written notice prior to
any said transfer or assignment, stating the name and address of each of the transferee or assignee and identifying the Registrable
Securities with respect to which such registration rights are being transferred or assigned and (b) each such transferee or assignee
assumes in writing responsibility for its portion of the obligations of such Purchaser under this Agreement.


 






    	 	16	 



     


    

 


Section 2.12 Limitation
on Subsequent Registration Rights.


 


From and after the
date hereof, the Company shall not, without the prior written consent of (a) the Holders of a majority of the then outstanding
Common Stock Registrable Securities and (b) the Holders of a majority of the then outstanding Preferred Stock Registrable Securities,
enter into any agreement with any current or future holder of any equity securities of the Company that would allow such current
or future holder to require the Company to include equity securities in any registration statement filed by the Company on a basis
that is superior in any respect to the rights granted to the Holders pursuant to this Agreement.


 


Section 2.13 Limitation
on Obligations for Preferred Stock Registrable Securities.


 


Notwithstanding anything
to the contrary in this Agreement, nothing contained herein shall be construed to require the Company to (a) conduct an underwritten
offering for the public sale, resale or any other disposition of Preferred Stock Registrable Securities, (b) except as expressly
provided in this Agreement, otherwise assist in the public resale of any Preferred Stock Registrable Securities, (c) provide any
Holder of Preferred Stock Registrable Securities any rights to include any Preferred Stock Registrable Securities in any underwritten
offering relating to the sale by the Company or any other Person of any securities of the Company or (d) cause any Preferred Stock
Registrable Securities to be listed on any securities exchange or nationally recognized quotation system.


 


Article
III

MISCELLANEOUS


 


Section 3.01 Communications.


 


All notices and other
communications provided for or permitted hereunder shall be made in writing by facsimile, electronic mail, courier service or personal
delivery:


 


(a) if to a Purchaser:


 


To the respective address listed
on Schedule A hereof with copies to (which shall not constitute notice):


 


If to Magnetar Financial LLC:


 


Hunton Andrews Kurth LLP


600 Travis Street, Suite 4200


Houston, TX 77002


Attention: Jordan Hirsch


Telephone: (713) 220-4349


Email: jordanhirsch@HuntonAK.com


 


If to Flexpoint Special Assets
Fund, L.P.:


 


Kirkland & Ellis LLP


300 North LaSalle


Chicago, IL 60654


Attention: Kevin W. Mausert, P.C.


Telephone: (312) 862-7102


Email: kevin.mausert@kirkland.com


 



    	 	17	 



     


    

 


If to Wellington Management
Company LLP :


 


Wilmer Cutler Pickering Hale and
Dorr LLP


60 State Street


Boston, MA 02109


Attention: Thomas S. Ward


Telephone: (617) 526-6374


Email : thomas.ward@wilmerhale.com


 


(b) if to a transferee
of a Purchaser, to such Holder at the address provided pursuant to Section 2.11 above; and


 


(c) if to the Company:


 


Great Ajax Corp.


9400 SW Beaverton-Hillsdale Hwy


Suite 131


Beaverton, Oregon 97005


Attention: Lawrence Mendelsohn


Email: larry@aspencapital.com


 


with a copy
to (which shall not constitute notice):


 


Mayer Brown LLP


1221 Avenue of the Americas


New York, NY 10020


Attention: Anna Pinedo


Telephone: (212) 506-2275


Facsimile: (212) 849-5767


Email: apinedo@mayerbrown.com


 


All such notices and
communications shall be deemed to have been received at the time delivered by hand, if personally delivered; when receipt acknowledged,
if sent via facsimile or sent via Internet electronic mail; and when actually received, if sent by courier service or any other
means.


 


Section 3.02 Successor
and Assigns.


 


This Agreement shall
inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties, including subsequent Holders
of Registrable Securities to the extent permitted herein.


 


Section 3.03 Assignment
of Rights.


 


All or any portion
of the rights and obligations of any Purchaser under this Agreement may be transferred or assigned by such Purchaser only in accordance
with Section 2.11 hereof.


 






    	 	18	 



     


    

 


Section 3.04 Recapitalization,
Exchanges, Etc. Affecting the Common Stock.


 


The provisions of this
Agreement shall apply to the full extent set forth herein with respect to any and all units of the Company or any successor or
assign of the Company (whether by merger, acquisition, consolidation, reorganization, sale of assets or otherwise) that may be
issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for
combinations, unit splits, recapitalizations, pro rata distributions of units and the like occurring after the date of this Agreement.


 


Section 3.05 Aggregation
of Registrable Securities.


 


All Registrable Securities
held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability
of any rights and applicability of any obligations under this Agreement.


 


Section 3.06 Specific
Performance.


 


Damages in the event
of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that
each such Person, in addition to and without limiting any other remedy or right it may have, shall have the right to an injunction
or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms
and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction
or competence of the court to grant such an injunction or other equitable relief. The existence of this right shall not preclude
any such Person from pursuing any other rights and remedies at law or in equity that such Person may have.


 


Section 3.07 Counterparts.


 


This Agreement may
be executed in any number of counterparts and by different parties hereto in separate counterparts, including facsimile or .pdf
counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Agreement.


 


Section 3.08 Headings.


 


The headings in this
Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


Section 3.09 Governing
Law.


 


This Agreement, including
all issues and questions concerning its application, construction, validity, interpretation and enforcement, shall be construed
in accordance with, and governed by, the laws of the State of New York.


 


Section 3.10 Severability
of Provisions.


 


Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity
or enforceability of such provision in any other jurisdiction.


 


Section 3.11 Entire
Agreement.


 


This Agreement is intended
by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement
and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein with respect to the rights granted by the Company
set forth herein. This Agreement and the Securities Purchase Agreement supersede all prior agreements and understandings between
the parties with respect to such subject matter.


 






    	 	19	 



     


    

 


Section 3.12 Amendment.


 


This Agreement may
be amended only by means of a written amendment signed by the Company, the Holders of a majority of the then outstanding Common
Stock Registrable Securities and the Holders of a majority of the then outstanding Preferred Stock Registrable Securities; provided,
however, that no such amendment shall materially and adversely affect the rights of any Holder hereunder without the consent
of such Holder.


 


Section 3.13 No
Presumption.


 


If any claim is made
by a party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall
be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel.


 


Section 3.14 Obligations
Limited to Parties to Agreement.


 


Each of the parties
hereto covenants, agrees and acknowledges that no Person other than the Purchasers (and their permitted transferees and assignees)
and the Company shall have any obligation hereunder. Notwithstanding that one or more of the Purchasers may be a corporation, partnership
or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith
or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner,
manager, member, stockholder or Affiliate of any of the Purchasers or any former, current or future director, officer, employee,
agent, general or limited partner, manager, member, stockholder or Affiliate thereof, whether by the enforcement of any assessment
or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no
personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director,
officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Purchasers or any
former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate
thereof, as such, for any obligations of the Purchasers under this Agreement or any documents or instruments delivered in connection
herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each
case for any transferee or assignee of a Purchaser hereunder.


 


Section 3.15 Independent
Nature of Purchaser’s Obligations.


 


The obligations of
each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall
be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. Nothing contained
herein, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an
association, a joint venture or any other kind of group or entity, or create a presumption that the Purchasers are in any way acting
in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall
be entitled to independently protect and enforce its rights, including, the rights arising out of this Agreement, and it shall
not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.


 






    	 	20	 



     


    

 


Section 3.16 Interpretation.


 


Article and Section
references are to this Agreement, unless otherwise specified. All references to instruments, documents, contracts and agreements
are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise
modified from time to time, unless otherwise specified. The words “include,” “includes” and “including”
or words of similar import shall be deemed to be followed by the words “without limitation.” Whenever any determination,
consent or approval is to be made or given by a Purchaser under this Agreement, such action shall be in such Purchaser’s
sole discretion unless otherwise specified. Unless expressly set forth or qualified otherwise (e.g., by “Business”
or “trading”), all references herein to a “day” are deemed to be a reference to a calendar day.


 


(Signature pages follow)


 






    	 	21	 



     


    

 





IN WITNESS WHEREOF,
the parties hereto execute this Agreement, effective as of the date first above written.


 


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


 






    	[Signature Page to Registration Rights Agreement]




     


    

 





	 	PURCHASERS:
	 	 	 
	 	BAY POND PARTNERS, L.P.
	 	 	
         

        By: WELLINGTON MANAGEMENT COMPANY
        LLP, as investment advisor

         

	 	By:	/s/ Peter McIsaac
	 	Name:	 Peter McIsaac
	 	Title:	 Managing Director & Counsel
	 	 	 
	 	 	 
	 	ITHAN CREEK MASTER INVESTORS (CAYMAN) L.P.
	 	 	
         

        By: WELLINGTON MANAGEMENT COMPANY
        LLP, as investment advisor

         

	 	By:	/s/ Peter McIsaac
	 	Name:	 Peter McIsaac
	 	Title:	 Managing Director & Counsel
	 	 	 
	 	 	 
	 	FLEXPOINT SPECIAL ASSETS FUND, L.P.
	 	 	 
	 	By:	/s/ Steven H. Haworth
	 	Name:	Steven H. Haworth
	 	Title:	Chief Financial Officer
	 	 	 
	 	 	 
	 	MAGNETAR CONSTELLATION FUND V LTD.
	 	 	
         

        By: MAGNETAR FINANCIAL LLC,

        its investment manager

         

	 	By:	/s/ Karl Wachter
	 	Name:	Karl Wachter
	 	Title:	General Counsel
	 	 	 
	 	 	 
	 	MAGNETAR CONSTELLATION FUND V LLC
	 	 	
         

        By: MAGNETAR FINANCIAL LLC,

        its investment manager

         

	 	By:	/s/ Karl Wachter
	 	Name:	Karl Wachter
	 	Title:	General Counsel
	 	 	 
	 	 	 
	 	PURCHASERS:
	 	 	 
	 	MAGNETAR LONGHORN FUND LP
	 	 	
         

        By: MAGNETAR FINANCIAL LLC,

        its investment manager

         

	 	By:	/s/ Karl Wachter
	 	Name:	Karl Wachter
	 	Title:	General Counsel
	 	 	 
	 	 	 
	 	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 Registration Rights Agreement]




     


    

 


SCHEDULE A


PURCHASERS


 


	Purchaser Name 	Purchaser Address
	Bay Pond Partners, L.P.	
        c/o Wellington Management
        Company LLP

        Legal and Compliance

        280 Congress Street

        Boston MA 02210

        Attn: Peter McIsaac

        E-mail: #legal-ecm@wellington.com

	Ithan Creek Master Investors (Cayman) L.P.	
        c/o Wellington Management
        Company LLP

        Legal and Compliance

        280 Congress Street

        Boston MA 02210

        Attn: Peter McIsaac

        E-mail: #legal-ecm@wellington.com

	Flexpoint Special Assets Fund, L.P.	
        c/o Flexpoint Ford LLC

        676 N. Michigan Avenue,
        Suite 3300

        Chicago, Illinois 60611

	
         

        Magnetar Constellation
        Fund V Ltd.

         
	
        c/o Magnetar Financial
        LLC

        1603 Orrington Avenue,
        13th Floor

        Evanston, Illinois 60201

	
         

        Magnetar Constellation
        Fund V LLC

         
	
        c/o Magnetar Financial
        LLC

        1603 Orrington Avenue,
        13th Floor

        Evanston, Illinois 60201

	
         

        Magnetar Longhorn Fund
        LP

         
	
        c/o Magnetar Financial
        LLC

        1603 Orrington Avenue,
        13th Floor

        Evanston, Illinois 60201

	
         

        Magnetar Structured Credit
        Fund, LP

         

         
	
        c/o Magnetar Financial
        LLC

        1603 Orrington Avenue,
        13th Floor

        Evanston, Illinois 60201



 






    	A-1