Rithm Property Trust Inc.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the annexes to this proxy statement contain certain forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act.

These forward-looking statements are predictions and generally can be identified by use of statements that include phrases such as “may,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “target,” “goal,” “plan,” “should,” “will,” “predict,” “potential,” “likely,” or other words, phrases or expressions of similar import.

The forward-looking statements are based on Great Ajax’s beliefs, assumptions and expectations of Great Ajax’s future performance, taking into account all information currently available to Great Ajax. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to Great Ajax or are within its control. If a change occurs, Great Ajax’s business, financial condition, liquidity and results of operations may vary materially from those expressed in Great Ajax’s forward-looking statements. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors including but not limited to:

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the ability of Great Ajax to obtain the required stockholder approvals;

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the satisfaction of other closing conditions to the Transaction;

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the risk that the Transaction may not be consummated and that Great Ajax’s business, financial condition and prospects could suffer as a consequence;

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the risk that the Transaction may not be consummated and Great Ajax would be required to undertake selective asset sales and may incur losses in connection with such sales;

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the risk that Great Ajax may fail to meet the covenant requirements in its existing lending facilities and is unable to avoid defaults and cross-defaults;

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the risk of declines in Great Ajax’s asset values;

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the risk that Great Ajax may continue to incur losses;

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the risk that Great Ajax may be required to liquidate if the Transaction is not approved by the Stockholders;

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changes in the market value of Great Ajax’s stock as a result of the Transaction;

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dilution of value of Common Stock as a result of the Transaction;

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the ability of RCM GA, as Great Ajax’s new manager, to successfully implement Great Ajax’s new investment strategy and objectives;

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the decline in financial condition and expected further decline of Great Ajax’s affiliated servicer, Gregory, as a result of various factors including loan sales and other transactions described in this proxy statement and otherwise; and

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other risks detailed in the “Risk Factors” section of this proxy statement and in filings made by Great Ajax with the SEC, including the Annual Report on Form 10-K for the year ended December 31, 2023, and other reports filed by Great Ajax with the SEC and incorporated herein by reference. See also “Where You Can Find More Information and Incorporation by Reference” on page 137 of this proxy statement.

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In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by Great Ajax that the results or conditions described in such statements or the objectives and plans of Great Ajax will be achieved. In addition, Great Ajax’s qualification as a REIT involves the application of highly technical and complex provisions of the Code.

Any forward-looking statement made by Great Ajax in this proxy statement is based only on information currently available to Great Ajax and speaks only as of the date on which it is made. Great Ajax undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.