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”).
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”).
MASTER REPURCHASE AGREEMENT between NOMURA CORPORATE FUNDING AMERICAS, LLC, as Buyer and FINANCE OF AMERICA COMMERCIAL LLC, as Seller Dated as of August 18, 2017Master Repurchase Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This is a MASTER REPURCHASE AGREEMENT, dated as of August 18, 2017, between FINANCE OF AMERICA COMMERCIAL LLC, a Delaware limited liability company (the “Seller”) and NOMURA CORPORATE FUNDING AMERICAS, LLC, a Delaware limited liability company (the “Buyer”).
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.
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”).
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.
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.
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”).
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”).
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”).
AMENDMENT NO. 6 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This Amendment No. 6 to Master Repurchase Agreement, dated as of December 6, 2017 (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”).
AMENDMENT NO. 14 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This Amendment No. 14 to Master Repurchase Agreement, dated as of March 27, 2020 (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”).
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 December 11, 2020 (this “Amendment”), by and between Finance of America Mortgage LLC (“Seller”) and Nomura Corporate Funding Americas, LLC (“Buyer”).
AMENDMENT NO. 12 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This Amendment No. 12 to Master Repurchase Agreement, dated as of February 22, 2019 (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 July 30, 2020 by and among FACO CROP LOANS LLC, a Delaware limited liability company (the “Seller”), FACO CROP LOAN FINANCING TRUST C1, a Delaware statutory trust (the “Trust Subsidiary”) and NATIONAL FOUNDERS LP, a Delaware limited partnership (the “Buyer”).
AMENDMENT NO. 11 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This Amendment No. 11 to Master Repurchase Agreement, dated as of January 7, 2019 (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”).
MASTER REPURCHASE AGREEMENT among NATIONAL FOUNDERS LP, as buyer (the “Buyer”) and FACO CROP LOANS LLC, a Delaware limited liability company, as seller (“Seller”) FACO CROP LOAN FINANCING TRUST C1, a Delaware statutory trust, as the trust subsidiary...Master Repurchase Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This is a MASTER REPURCHASE AGREEMENT, dated as of March 18, 2020, by and among National Founders LP (“Buyer”), FACO Crop Loans LLC, a Delaware limited liability company (the “Seller”), and FACo Crop Loan Financing Trust C1, a Delaware statutory trust (the “Trust Subsidiary”).
AMENDMENT NO. 13 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This Amendment No. 13 to Master Repurchase Agreement, dated as of June 6, 2019 (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”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of April 1, 2021, by and among Replay Acquisition Corp., a Cayman Islands exempted company (the “Company”), Finance of America Companies Inc., a Delaware corporation (“New Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This Amendment No. 2 to Master Repurchase Agreement, dated as of April 17, 2020 (this “Amendment”), by and between Finance of America Mortgage LLC (“Seller”) and Nomura Corporate Funding Americas, LLC (“Buyer”).
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 April 15, 2020 (this “Amendment”), by and between Finance of America Mortgage LLC (“Seller”) and Nomura Corporate Funding Americas, LLC (“Buyer”).
AMENDMENT NO. 10 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents • New York
This Amendment No. 10 to Master Repurchase Agreement, dated as of September 26, 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”).
April 5, 2021 CONFIDENTIAL Replay Acquisition LLC Irving, TX 75039 Ladies and Gentlemen:Transaction Agreement • April 7th, 2021 • Finance of America Companies Inc. • Mortgage bankers & loan correspondents
