Great Ajax Corp

Some of the statements under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this quarterly report, constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the federal securities laws, established by the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negatives of these terms or other comparable terminology.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our 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:

•our ability to satisfy the closing conditions and consummate the transactions we entered into with Rithm and its affiliates on the agreed upon terms or at all;

•our ability to obtain financing on favorable terms or at all in the event the transactions with Rithm and its affiliates are not consummated in a timely manner or at all;

•the impact of our termination of the Manager in the event we are unable to enter into a management agreement with RCM GA Manager LLC, an affiliate of Rithm (“RCM GA”), in a timely manner or at all;

•the significant losses we have incurred to date from our holdings of non-performing loans (“NPLs”), re-performing loans (“RPLs”) and small balance commercial mortgage loans (“SBC loans”);

•the expectation that we will continue to incur increasing and significant consolidated net losses from our mortgage holdings;

•the declining financial condition of the Servicer and its ability to continue to perform its obligations under the Servicing Agreement;

•difficulties in consummating sales of our NPLs, RPLs and SBC loans at attractive prices and on a prompt timeline or at all and adverse market developments negatively impacting the value of, and the returns expected from, such assets;

•the impact of changes in interest rates and the market value of the collateral underlying our RPL and NPL portfolios or of our other real estate assets;

•changes to our business strategy, including as a result of or following the consummation of the transactions we have entered into with Rithm and its affiliates or in the event that the transactions we have entered into with Rithm and its affiliates are not consummated;

•the impact of adverse real estate, mortgage or housing markets and changes in the general economy;

•our share price has been and may continue to be volatile;

•the broader impacts of increasing interest rates, inflation, and potential for a global economic recession;

•general volatility of the capital markets;

•the impact of adverse legislative or regulatory tax changes;

•our ability to control our costs;

•our failure to comply with the covenants under our borrowing arrangements;

•our failure to qualify or maintain qualification as a real estate investment trust (“REIT”); and

•our failure to maintain our exemption from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Accordingly, you should not rely upon forward-looking statements as an indication of future performance. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or will occur, and actual results, events or circumstances could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this quarterly report relate only to events as of the date on which the statements are made. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. We undertake no obligation and do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events or otherwise, except as required by law.