GREAT AJAX CORP. (NYSE:AJX) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.

7.25% Convertible Senior Notes due 2024

On April 25, 2017, Great Ajax Corp. (the Registrant) completed
the public offer and sale of $87,500,000 aggregate principal
amount of its 7.25% Convertible Senior Notes due 2024 (the
Notes).The net proceeds to the Registrant from the sale of the
Notes are approximately $84,520,000, after deducting underwriters
discounts and commissions and estimated offering expenses.The
Registrant will contribute the net proceeds to Great Ajax
Operating Partnership L.P. (the Operating Partnership) to acquire
additional mortgage loans and mortgage-related assets consistent
with the Registrants investment strategy and for general
corporate purposes. The corrected CUSIP and ISIN for the Notes
are 38983D409 and US38983D4097, respectively.

Underwriting Agreement

On April19, 2017, the Registrant entered into an underwriting
agreement (the Underwriting Agreement), by and among the
Registrant, the Operating Partnership, Thetis Asset Management
LLC and Raymond James Associates, Inc. and JMP Securities LLC
(the Representatives), on behalf of each of the underwriters
listed therein (collectively, the Underwriters). The Underwriting
Agreement contains customary representations and warranties of
the parties and indemnification and contribution provisions
whereby the Registrant and the Operating Partnership, on the one
hand, and the Underwriters, on the other hand, have agreed to
indemnify each other against certain liabilities.

Indenture

The Registrant issued the Notes under a base indenture, dated
April 19, 2017, as supplemented by the first supplemental
indenture, dated as of April 25, 2017 (the Indenture), between
the Registrant and Wilmington Savings Fund Society, FSB, as
trustee (the Trustee).

The Notes bear interest at a rate of 7.25%per annum, payable
quarterly in arrears on January15, April 15, July 15 and October
15 and May15 of each year, beginning on July 15, 2017.The Notes
will mature on April 30, 2024, unless earlier converted, redeemed
or repurchased.During certain periods and subject to certain
conditions (as described in the Indenture) the Notes will be
convertible by the holders into shares of the Registrants common
stock at an initial conversion rate of 1.6267 shares of common
stock per $25.00 principal amount of Notes (which represents an
initial conversion price of approximately $15.37 per share of
common stock), subject to adjustment in certain circumstances as
set forth in the Indenture. Upon conversion, holders will
receive, at the Registrants discretion, cash, shares of the
Registrants common stock or a combination thereof.

Prior to April 30, 2022, the Notes will not be redeemable.On or
after April 30, 2022, holders of the Notes may require the
Registrant to repurchase the Notes under certain

circumstances, and the Registrant may redeem all or any portion
of the Notes, at its option, subject to certain conditions, at a
redemption price payable in cash equal to 100% of the principal
amount of the Notes to be redeemed, plus accrued and unpaid
interest to, but excluding, the redemption date.

The Indenture contains customary terms and covenants, including
that upon certain events of default occurring and continuing,
either the Trustee or the holders of not less than 25% in
aggregate principal amount of the Notes then outstanding may
declare the entire principal amount of all the Notes, and the
interest accrued on such Notes, if any, to be immediately due and
payable. In the case of certain events of bankruptcy, insolvency
or reorganization relating to the Registrant or a principal
subsidiary, the principal amount of the Notes together with any
accrued and unpaid interest thereon will automatically be and
become immediately due and payable.

The foregoing description of the Indenture and the Notes does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Indenture andthe form of Note,
copies of which are filed as Exhibits 4.1 and 4.2, respectively,
to this Current Report on Form 8-K, and are incorporated herein
by reference.

Item2.03Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth in Item1.01 above with respect to the
Notes and the Indenture is hereby incorporated by reference into
this Item2.03 insofar as it relates to the creation of a direct
financial obligation.

On April 19, 2017 and April 25, 2017, the Company issued press
releases announcing the pricing and closing of the Notes,
respectively. The press releases are attached hereto as Exhibit
99.1 and Exhibit 99.2, respectively, and are incorporated herein
by reference.

Item 9.01. Financial Statements and Exhibits

About GREAT AJAX CORP. (NYSE:AJX)

Great Ajax Corp. is an externally managed real estate company. The Company is focused on acquiring, investing in and managing a portfolio of re-performing and non-performing mortgage loans secured by single-family residences and single-family properties. Its segment is focused on non-performing mortgages and re-performing mortgages. It also invests in loans secured by multi-family residential and commercial mixed use retail/residential properties, as well as in the properties directly. It also holds real estate-owned properties (REO) acquired upon the foreclosure or other settlement of its owned non-performing loans, as well as through outright purchases. It is managed by Thetis Asset Management LLC, an affiliated entity. Its mortgage loans and other real estate assets are serviced by Gregory Funding LLC, an affiliated entity. The Company conducts its business through its operating partnership, Great Ajax Operating Partnership L.P.

GREAT AJAX CORP. (NYSE:AJX) Recent Trading Information

GREAT AJAX CORP. (NYSE:AJX) closed its last trading session up +0.12 at 13.68 with 122,663 shares trading hands.