March 31, 2021
BTO Urban Holdings L.L.C.
BTO Urban Holdings II L.P.
Blackstone Family Tactical Opportunities Investment Partnership NQ ESC L.P.
c/o The Blackstone Group Inc.
345 Park Avenue
New York, New York 10154
Ladies and Gentlemen:
1. Reference is made to (1) the Transaction Agreement (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 (the Company); RPLY Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (Replay Merger Sub); RPLY BLKR Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (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) and (2) the Stockholders Agreement, dated as of April 1, 2021, among the Company and the other parties thereto (the Stockholders Agreement). Unless otherwise defined herein, capitalized terms used shall have the same meaning as set forth in the Stockholders Agreement.
2. In connection with the closing of the Transaction Agreement and the consummation of the Pre-Closing Reorganization (as defined in the Transaction Agreement), UFG Global LLC will liquidate and distribute LLC Units to its members, and Family Holdings, TMO, BTO Urban and ESC hereby agree that the number of LLC Units to be received by each of them and the other members of UFG Global LLC in such liquidating distribution shall be as set forth on Exhibit A hereto (and, for reference, the number of LLC Units held by each of them other than BTO Urban and ESC immediately following the consummation of the Transactions (as defined in the Transaction Agreement) is also set forth on Exhibit A).
3. During the Restricted Period (as defined below) and except as set forth in Paragraphs four, five and six, the parties hereto hereby agree that no BL Investor shall Transfer