WARRANT AGREEMENT between REPLAY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 3, 2019, is by and between Replay Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • Delaware
This Indemnification Agreement is effective as of April 1, 2021 (this “Agreement”) and is between Finance of America Companies Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
Finance of America Funding LLC Finance of America Companies Inc. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2024 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
As part of an exchange offer for 7.875% Senior Notes due 2025 (the “2025 Notes) issued by Finance of America Funding LLC (the “Issuer”), the Issuer proposes to issue 10.00% Exchangeable Senior Secured Notes due 2029 (the “Notes”) to electing holders of the 2025 Notes. The Notes will be guaranteed by the guarantors listed in the Indenture referred to below (collectively, the “Guarantors”), upon the terms set forth in, and further described in, the Exchange Offering Memorandum, dated September 17, 2024, as supplemented on October 28, 2024, relating to the initial placement (the “Initial Placement”) of the Notes. Upon an exchange of Notes at the option of the holder thereof, the Issuer may deliver shares of Class A common stock, $0.0001 par value per share, of Finance of America Companies Inc., an indirect parent of the Issuer (the “Company,” and such common stock, the “Company Common Stock”). The obligations of the Issuer in respect of the Notes will be fully and unconditionally guarante
TAX RECEIVABLE AGREEMENT between FINANCE OF AMERICA COMPANIES INC. and THE PERSONS NAMED HEREIN Dated as of April 1, 2021Tax Receivable Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of April 1, 2021, and is between Finance of America Companies Inc., a Delaware corporation (including any successor corporation, “PubCo”), each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, a “TRA Party” and together the “TRA Parties”).
INDENTURE Dated as of October 31, 2024 Among FINANCE OF AMERICA FUNDING LLC, as the Issuer, FINANCE OF AMERICA EQUITY CAPITAL LLC, as Parent Guarantor, the other Guarantors from time to time party hereto, FINANCE OF AMERICA COMPANIES INC., solely for...Indenture • November 4th, 2024 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
INDENTURE, dated as of October 31, 2024, among Finance of America Funding LLC, a Delaware limited liability company (the “Issuer”), Finance of America Equity Capital LLC (as further defined below, the “Parent Guarantor”), Finance of America Companies Inc., solely with respect to Section 6.03, the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto, U.S. Bank Trust Company, National Association, as Trustee and U.S. Bank Trust Company, National Association, as Collateral Trustee.
STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT dated as of December 6, 2022 (this “Agreement”) is by and between Finance of America Companies, Inc., a Delaware corporation (the “Company”), and the Purchaser Entities listed on Schedule A (each,...Stock Purchase Agreement • March 16th, 2023 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • Delaware
AMENDMENT NO. 5 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • August 16th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This is a MASTER REPURCHASE AGREEMENT, dated as of October 28, 2019, between FINANCE OF AMERICA MORTGAGE LLC, a Delaware limited liability company (the “Seller”) and NOMURA CORPORATE FUNDING AMERICAS, LLC, a Delaware limited liability company (the “Buyer”).
ContractMaster Repurchase Agreement • May 12th, 2023 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [●] day of [ ], 2020, by and among Replay Acquisition Corp, a Cayman Islands exempted company (the “Cayman Issuer”); Finance of America Companies Inc., a Delaware corporation (“New Pubco”); BTO Urban Holdings LLC, a Delaware limited liability company and Libman Family Holdings LLC, a Connecticut limited liability company, acting jointly as representative of the Sellers (as defined below) (the “Seller Representative”); Finance of America Equity Capital LLC, a Delaware limited liability company (“FoA”); and the undersigned (“Subscriber” or “you”, and together with the Cayman Issuer, New Pubco, the Seller Representative and FoA, the “Parties”, and each a “Party”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
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. New York, New York 10154 Ladies and Gentlemen:Transaction Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
AMENDMENT NO. 4 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This Amendment No. 4 to Master Repurchase Agreement, dated as of February 19, 2021 (this “Amendment”), by and among Nomura Corporate Funding Americas, LLC (“Buyer”) and Finance of America Commercial LLC (the “Seller”).
LIMITED LIABILITY COMPANY AGREEMENT of REPLAY ACQUISITION LLCLimited Liability Company Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • Delaware
THE UNDERSIGNED are executing this LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Replay Acquisition LLC (the “Company”), is entered into effective as of the Effective Time (as defined below), for the purpose of forming the Company pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “Act”).
EXHIBIT B SALARY CONTINUATION AGREEMENTSalary Continuation Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • Delaware
This Salary Continuation Agreement (“Agreement”) is entered as of the dated signed below, by and between UFG Holdings LLC and its Subsidiaries (collective, the “Company”) and Patti Cook, an individual and resident of New York, (“I”):
INDENTURE Dated as of November 5, 2020 Among FINANCE OF AMERICA FUNDING LLC, as the Issuer, FINANCE OF AMERICA EQUITY CAPITAL LLC, as Parent Guarantor, the other Guarantors from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee...Indenture • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
INDENTURE, dated as of November 5, 2020, among Finance of America Funding LLC, a Delaware limited liability company (the “Issuer”), Finance of America Equity Capital LLC (as further defined below, the “Parent Guarantor”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto, and U.S. Bank National Association, as Trustee.
ContractMaster Repurchase Agreement • May 12th, 2023 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
AMENDMENT NO. 9 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This Amendment No. 9 to Master Repurchase Agreement, dated as of August 20, 2018 (this “Amendment”), by and among Nomura Corporate Funding Americas, LLC (“Buyer”) and Finance of America Reverse LLC f/k/a Urban Financial of America, LLC (the “Seller”).
ContractAsset Purchase Agreement • March 16th, 2023 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (together with the exhibits and schedules hereto, as amended, this “Agreement”) of Finance of America Equity Capital LLC, a Delaware limited liability company (the “Company”), is made as of April 1, 2021 (the “Effective Date”), by its sole Member (as defined below). Capitalized terms used herein shall have the meaning set forth in Section 1.01 to this Agreement unless otherwise indicated.
REGISTRATION RIGHTS AGREEMENT by and among FINANCE OF AMERICA COMPANIES INC. and THE OTHER PARTIES HERETO Dated as of April 1, 2021Registration Rights Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
THIS REGISTRATION RIGHTS AGREEMENT (as amended from time to time, the “Agreement”) is dated as of April 1, 2021 and is by and among Finance of America Companies Inc., a Delaware corporation (the “Registrant”), the Blackstone Investors (as defined below), the BL Investors (as defined below) and each other Holder (as defined below) from time to time party hereto.
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT among NOMURA CORPORATE FUNDING AMERICAS, LLC, as Agent and NCFA Buyer, NOMURA SECURITIES INTERNATIONAL, INC., as NSI Buyer, OAKDALE SECURED FUNDING TRUST FOSSIL, acting with respect to Series 2021-1, as...Master Repurchase Agreement • August 16th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This is an AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of June 28, 2021, among FINANCE OF AMERICA REVERSE LLC, a Delaware limited liability company, in its capacity as seller (the “Seller”), FAR REO SUB I LLC, a Delaware limited liability company, in its capacity as REO subsidiary (the “REO Subsidiary”, and together with the Seller, each, a “Seller Party”, and collectively, the “Seller Parties”), NOMURA CORPORATE FUNDING AMERICAS, LLC, a Delaware limited liability company (“NCFA”), in its capacity as a buyer (“NCFA Buyer”), NOMURA SECURITIES INTERNATIONAL, INC., a New York corporation, in its capacity as a buyer (“NSI Buyer”), OAKDALE SECURED FUNDING TRUST FOSSIL, acting with respect to Series 2021-1, in its capacity as a buyer (together with its permitted successors and assigns in such capacity hereunder, “SPV Buyer”, and together with NCFA Buyer, NSI Buyer and each other entity that may be subsequently added as a party hereto in the capacity of Buyer pursuant to a Join
SECURITIES PURCHASE AGREEMENT by and among ESSENT US HOLDINGS, INC., INCENTER LLC and, solely for the purposes set forth in Sections 2.1, 2.2, 2.3, 4.12, 7.8 and Article 8 of this Agreement, FINANCE OF AMERICA EQUITY CAPITAL LLC dated as of February...Securities Purchase Agreement • May 12th, 2023 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • Delaware
This SECURITIES PURCHASE AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) is made and entered into as of February 1, 2023 by and among Essent US Holdings, Inc. (the “Buyer”), Incenter LLC, a Delaware limited liability company and the sole equityholder of the Companies (as defined below) (the “Seller”), and, solely for purposes of Sections 2.1, 2.2, 2.3, 4.12, 7.8 and Article 8, Finance of America Equity Capital LLC, a Delaware limited liability company (the “Seller Parent”). The Buyer and the Seller are sometimes individually referred to herein as a “Party” and collectively referred to herein as the “Parties.” To the extent that capitalized terms are not defined in the text hereof, such terms shall have the meanings set forth in Exhibit A hereto.
EQUITY MATTERS AGREEMENTEquity Matters Agreement • April 3rd, 2023 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents
This Equity Matters Agreement (this “Agreement”) is made as of March 31, 2023 by and among Finance of America Companies Inc., a Delaware corporation (“FOA”), Finance of America Equity Capital LLC, a Delaware limited liability company (“FOAEC”), and American Advisors Group, a California corporation (“AAG”). FOA, FOAEC and AAG are each referred to as a “Party” and collectively referred to as the “Parties”.
STOCKHOLDERS AGREEMENT DATED AS OF APRIL 1, 2021 AMONG FINANCE OF AMERICA COMPANIES INC. AND THE OTHER PARTIES HERETOStockholders Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This Stockholders Agreement is entered into as of April 1, 2021 by and among Finance of America Companies Inc., a Delaware corporation (the “Company”) and each of the Principal Stockholders (as defined below) from time to time party hereto.
ContractExchange Offer Support Agreement • June 25th, 2024 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • March 15th, 2024 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
THIS THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of November 8, 2023 (this “Amendment”), is entered into by and among FINANCE OF AMERICA REVERSE LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Seller”) and NATIONAL FOUNDERS LP, as buyer (together with its permitted successors and assigns, the “Buyer”).
AMENDMENT NO. 7 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This Amendment No. 7 to Master Repurchase Agreement, dated as of February 28, 2018 (this “Amendment”), by and among Nomura Corporate Funding Americas, LLC (“Buyer”) and Finance of America Reverse LLC f/k/a Urban Financial of America, LLC (the “Seller”).
EXECUTION VERSION xhibit 10.16.3 SERVICING RIGHTS PURCHASE AND SALE AGREEMENT BY AND BETWEEN FINANCE OF AMERICA REVERSE LLC as PURCHASER and AMERICAN ADVISORS GROUP as SELLER Dated as of December 6, 2022Servicing Rights Purchase and Sale Agreement • March 16th, 2023 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • Delaware
AMENDMENT NO. 8 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This Amendment No. 8 to Master Repurchase Agreement, dated as of June 5, 2018 (this “Amendment”), by and among Nomura Corporate Funding Americas, LLC (“Buyer”) and Finance of America Reverse LLC f/k/a Urban Financial of America, LLC (the “Seller”).
FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of June 10, 2019, by and among FINANCE OF AMERICA REVERSE LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Seller”), and GRAND OAK TRUST, a Delaware statutory trust (together with its permitted successors and assigns, the “Buyer”).
April 1, 2021 CONFIDENTIAL Replay Acquisition Corp. c/o EMS Capital LP New York, NY 10153 Attn: Legal and Compliance E-mail: info@replayacquisition.com Ladies and Gentlemen:Transaction Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents
AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This Amendment No. 1 to Master Repurchase Agreement, dated as of July 7, 2015 (this “Amendment”), by and among Nomura Corporate Funding Americas, LLC (“Buyer”) and Urban Financial of America, LLC (the “Seller”).
2- practices of prudent mortgage lending institutions that service reverse mortgage loans of the same type as the Mortgage Loans and the REO Properties in the jurisdiction where the related Mortgaged Property or REO Property is located, (ii)...Loan Sale Agreement • March 16th, 2023 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents
THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of September 8, 2020, by and among FINANCE OF AMERICA REVERSE LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Seller”), and GRAND OAK TRUST, a Delaware statutory trust (together with its permitted successors and assigns, the “Buyer”).
ContractMaster Repurchase Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed
FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of March 23, 2021, by and among FINANCE OF AMERICA REVERSE LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Seller”), and GRAND OAK TRUST, a Delaware statutory trust (together with its permitted successors and assigns, the “Buyer”).
