Letter Agreement, dated April 1, 2021, by and among Seller Representative; and Replay
April 1, 2021
Replay Acquisition Corp.
c/o EMS Capital LP
767 Fifth Ave., 46th Floor
New York, NY 10153
Attn: Legal and Compliance
Ladies and Gentlemen:
1. Reference is made to that certain Transaction Agreement (as amended prior to the date hereof, the Transaction Agreement), dated as of October 12, 2020, by and among Replay Acquisition Corp., a Cayman Islands exempted company (Replay); Finance of America Equity Capital LLC, a Delaware limited liability company (FoA); Finance of America Companies Inc., a Delaware corporation and wholly owned subsidiary of Replay (New Pubco); RPLY Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of New Pubco (Replay Merger Sub); RPLY BLKR Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of New Pubco (Blocker Merger Sub); Blackstone Tactical Opportunities Fund (Urban Feeder) NQ L.P., a Delaware limited partnership (Blocker); Blackstone Tactical Opportunities Associates NQ L.L.C., a Delaware limited liability company (Blocker GP); BTO Urban Holdings L.L.C., a Delaware limited liability company (BTO Urban), Blackstone Family Tactical Opportunities Investment Partnership NQ ESC L.P., a Delaware limited partnership (ESC), Libman Family Holdings LLC, a Connecticut limited liability company (Family Holdings), The Mortgage Opportunity Group LLC, a Connecticut limited liability company (TMO), L and TF, LLC, a North Carolina limited liability company (L&TF), UFG Management Holdings LLC, a Delaware limited liability company (Management Holdings), and Joe Cayre (each of BTO Urban, ESC, Family Holdings, TMO, L&TF, Management Holdings and Joe Cayre, a Seller and, collectively, the Sellers); and BTO Urban and Family Holdings, solely in their joint capacity as the representative of the Sellers pursuant to Section 12.18 thereof (the Seller Representative). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Agreement.
2. Pursuant to Section 12.10 of the Transaction Agreement, the Transaction Agreement may be amended by mutual written agreement of the Seller Representative and Purchaser or provisions thereof may be waived on behalf of a Seller-Side Party by the Seller Representative.
3. The Seller Representative and Purchaser hereby agree that, notwithstanding anything to the contrary in the Transaction Agreement:
a. The Sale Percentage with respect to Family Holdings shall be 13.8010265076% such that its Seller Sold Units is 11,693,127 and its Seller Cash Consideration is $106,157,807.81
b. The Sale Percentage with respect to BTO Urban shall be approximately 24.8670% such that its Seller Sold Units is 16,772,428 and its Seller Cash Consideration is $152,271,004.00.
c. The Sale Percentage with respect to ESC shall be approximately 24.8670% such that its Seller Sold Units is 96,282 and its Seller Cash Consideration is $874,110.58.
d. The Sale Percentage with respect to Blocker GP shall be approximately 24.8670% such that the Blocker GP Sold Units is 1,024,564, the Blocker GP Sale Consideration is $9,301,657.99 and the Blocker GP Contributed Units is 3,095,602.
e. The Sale Percentage as used in the Blocker Merger Exchange Ratio shall be approximately 24.8670% such that, as a result of the Blocker Merger and based on the 25,402,335 Participating Company Units held by the Blocker immediately prior to the Blocker Merger, the aggregate Blocker Merger Consideration payable to the holders of Blocker Shares shall be 19,085,518 New Pubco Shares and $57,348,170.86 in cash.
f. Notwithstanding paragraphs 3(a) through 3(e) above, the Aggregate Participating Units Purchased and the aggregate amount of cash paid by Purchaser to the Seller-Side Parties shall not change as a result of this letter agreement.
4. Except as expressly set forth in this letter agreement, the terms of the Transaction Agreement shall remain unchanged and continue in full force and effect.
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|Very truly yours,|
|By:||BTO Urban Holdings L.L.C.|
/s/ Menes Chee
|By:||Libman Family Holdings LLC|
/s/ Brian Libman
|solely in their joint capacity as the Seller Representative|
Acknowledged and agreed:
|Replay Acquisition Corp.|
/s/ Edmond Safra
|Title:||Co-Chief Executive Officer|
[Signature Page to Letter Agreement]