Great Ajax : Nominating and Corporate Governance Committee Charter

GREAT AJAX CORP.

Charter of the Nominating

and

Corporate Governance Committee

1. Authority and Purpose

The Nominating and Corporate Governance Committee (the "Committee") of Great Ajax Corp. (the "Company") is appointed by the Company's Board of Directors (the "Board") to: (a) assist the Board in identifying nominees for election to the Board, consistent with the qualifications and criteria approved by the Board; (b) determine the composition of the Board and its committees; (c) recommend to the Board the director nominees for the annual meeting of stockholders; (d) establish and monitor a process of assessing the Board's effectiveness; (e) develop and recommend to the Board and oversee a set of corporate governance guidelines and procedures applicable to the Company; and (f) oversee the evaluation of the Board and the management of the Company. The Committee shall undertake those specific duties and responsibilities set forth below and such other duties as the Board shall from time to time prescribe. All powers of the Committee are subject to the restrictions designated in the Company's Bylaws and by applicable law.

2. Committee Membership

The Committee members (the "Members" or, individually, each a "Member") shall be elected by the Board. Unless otherwise directed by the Board, each Member shall serve until such Member ceases to serve as a member of the Board, or until his or her successor has been duly appointed by the Board. Any individual Member may be removed from office at any time, with or without cause, by a vote of a majority of the Board, not including the vote of the Member being voted upon for removal. Vacancies on the Committee shall be filled by majority vote of the Board at the next meeting of the Board following the occurrence of the vacancy.

The Committee will consist of at least two members. Each Member shall meet the independence requirements of the New York Stock Exchange ("NYSE"), the independence standards requirements established by the Board from time to time and any other regulatory requirements.

3. Structure and Meetings

The Committee shall conduct its business in accordance with this Charter of the Nominating and Corporate Governance Committee ("Charter"), the Company's Bylaws and any direction by the Board.

The Committee chairperson ("Chairperson") shall be designated by the Board, or, if it does not do so, the Members shall elect a Chairperson by a vote of the majority of the full Committee. In the event of a tie vote on any issue, the Chairperson's vote shall decide the issue.

The Committee will meet at least one time each year. The Committee may establish its own schedule, which it will provide to the Board in advance. The Chairperson or a majority of the Members may call meetings of the Committee upon such notice as is required for special Board meetings in accordance with the Company's Bylaws. A majority of the Committee shall constitute a quorum for the transaction of business. Unless the Committee by resolution determines otherwise, any action required or permitted to be taken by the Committee may be taken without a meeting if all Members consent thereto in writing and the writing or writings are filed with the minutes of the proceedings of the Committee. As necessary or desirable, the Chairperson may require that any director, officer or employee of the Company, or other person whose advice and counsel are sought by the Committee, be present at meetings of the Committee. Members may participate in a meeting of the Committee by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

The Chairperson will preside at each meeting and, in consultation with the other Members, will set the frequency and length of each meeting and the agenda of items to be addressed at each meeting. The Chairperson shall ensure that the agenda for each meeting is circulated to each Member in advance of the meeting. The Chairperson (or other Member designated by the Chairperson or the Committee in the Chairperson's absence) shall regularly report to the full Board on its proceedings and any actions that it takes. The Committee will maintain written minutes of its meetings, which minutes will be provided to the Secretary of Rithm Capital Corp. and maintained with the books and records of the Company.

4. Duties and Responsibilities

The Committee shall have the authority and responsibility for:

1. Corporate Governance Guidelines.
2. 1. Developing and recommending to the Board and overseeing a set of corporate governance principles applicable to the Company that shall include, at a minimum, director qualifications and responsibilities, responsibilities of key Board committees, director compensation, director access to management and, as necessary and appropriate, independent advisors, annual Board performance evaluations, director orientation and continuing education, and management selection and succession.
   2. Developing and recommending to the Board, and implementing and monitoring compliance with, a code of business conduct and ethics for directors, officers and employees, and promptly disclosing any waivers for directors or executive officers. The code of business conduct shall include, at a minimum, rules addressing conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of the Company's assets, compliance with applicable laws, rules and regulations

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(including insider trading laws), and the reporting of illegal or unethical behavior.

1. 1. Reviewing and reassessing the adequacy of such corporate governance principles and code of business conduct, including ensuring that such principles and code comply with NYSE requirements, as well as human resources practices and the Company's fulfillment of obligations of fairness in internal and external matters, on an annual basis, and recommending to the Board any changes the Committee deems appropriate.
   2. Making recommendations to the Board regarding any non-compliance with, waivers to, or alteration of, the principles or code, including consideration of possible conflicts of interest of Board members and executive officers.
   3. Reviewing changes in legislation, regulations and other developments impacting corporate governance, including changes in NYSE listing rules or in rules and regulations promulgated by the United States Securities and Exchange Commission and making recommendations to the Board with respect to these matters.
   4. Considering any other corporate governance issues that arise from time to time, and developing appropriate recommendations for the Board.
2. Review of Board Composition and Performance.
3. 1. Overseeing the evaluation of the Board and management on an annual basis.
   2. Conducting annual reviews of each director's independence and making recommendations to the Board based on its findings.
   3. Assessing the Board's composition on an annual basis, including size of the Board, diversity, age, skills and experience, as well as its compliance with NYSE requirements, in the context of the needs of the Board, and reviewing the suitability for continued services as a director when his or her term expires and when he or she has a significant change in status, including but not limited to an employment change.
   4. Advising the Board on member qualifications for each Board committee, committee member appointments and removals, committee structure and operations (including authority to delegate to subcommittees), and committee reporting to the Board.
   5. Making recommendations on the frequency and structure of Board meetings.
   6. Identifying individuals qualified to become Board members, consistent with the qualifications and criteria approved by the Board, and selecting, or recommending that the Board select, the director nominees for the next

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annual meeting of stockholders and generally as qualified candidates may arise. As part of this process, the Committee will consider candidates recommended by the stockholders of the Company, as well as candidates recommended by others, including without limitation, the manager of the Company. In considering potential new directors, the Committee may review individuals from various disciplines and backgrounds. Among the qualifications to be considered in the selection of candidates are such knowledge, experience, skills, expertise and diversity so as to enhance the Board's ability to manage and direct the affairs and business of the Company, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or NYSE listing requirement, if applicable. The Committee should also review the activities and associations of each candidate to ensure that there is no legal impediment, conflict of interest, or other consideration that might hinder or prevent service on the Board. In making its selection, the Committee will bear in mind that the foremost responsibility of a director of the Company is to represent the interests of the stockholders as a whole. The screening process shall include a background evaluation and independence determination.

1. Making recommendations to the Board regarding the size and composition of each standing committee of the Board, including the identification of individuals qualified to serve as members of a committee, including the Committee, and to recommend individual directors to fill any vacancy that might occur on a committee, including the Committee.
2. Monitoring the functioning of the committees of the Board and making recommendations for any changes, including the creation and elimination of committees.
3. Reviewing annually committee assignments and the policy with respect to the rotation of committee memberships and/or chairpersonships, and to report any recommendations to the Board.
4. Recommending that the Board establish such special committees as may be desirable or necessary from time to time in order to address ethical, legal or other matters that may arise. The Committee's power to make such a recommendation under this Charter shall be without prejudice to the right of any other committee of the Board, or any individual director, to make such a recommendation at any time.
5. Making recommendations concerning any other aspect of the procedures of the Board that the Committee considers warranted, including but not limited to procedures with respect to the waiver by the Board of any Company rule, guideline, procedure or corporate governance principle.

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5. Performance Evaluation

The Committee shall annually review and access the adequacy of this Charter and recommend any proposed changes to the Board for approval. The Committee shall also perform an annual evaluation of its own performance. In conducting this review, the Committee shall address all matters that it considers relevant to its performance, including at least the following:

1. the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board; (b) the manner in which they were discussed or debated; and (c) whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in an appropriate manner.

6. Committee Resources

The Committee shall be empowered, without the approval of the Board, to engage or compensate independent legal, accounting or other advisors as it determines necessary to carry out its duties, and it shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and to approve such firm's fees and other retention terms. The Committee shall receive appropriate funding, as determined by the Committee, from the Company, for payment of (a) compensation to any advisor employed by the Committee; and (b) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than two members; and provided, further, that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.

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