TRANSACTION AGREEMENT among REPLAY ACQUISITION CORP., FINANCE OF AMERICA COMPANIES INC., RPLY MERGER SUB LLC, RPLY BLKR MERGER SUB LLC, BLACKSTONE TACTICAL OPPORTUNITIES FUND (URBAN FEEDER)—NQ L.P., BLACKSTONE TACTICAL OPPORTUNITIES ASSOCIATES—NQ...Transaction Agreement • April 7th, 2021 • Replay Acquisition LLC • Blank checks • Delaware
This TRANSACTION AGREEMENT (as the same may be modified or amended in accordance with the terms hereof, this “Agreement”) is dated as of October 12, 2020 and is by and among Replay Acquisition Corp., a Cayman Islands exempted company (“Purchaser”); Finance of America Companies Inc., a Delaware corporation and wholly owned Subsidiary of Purchaser (“New Pubco”); RPLY Merger Sub LLC, a Delaware limited liability company and wholly owned Subsidiary of New Pubco (“Purchaser 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”); Finance of America Equity Capital LLC, a Delaware limited liability company (the “Company”); BTO Urban Holdings L.L.C., a Delaware limited liability company (“BTO U
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 • Replay Acquisition LLC • Blank checks • New York
LIMITED LIABILITY COMPANY AGREEMENT of REPLAY ACQUISITION LLCLimited Liability Company Agreement • April 7th, 2021 • Replay Acquisition LLC • Blank checks • 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”).
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 • Replay Acquisition LLC • Blank checks
April 5, 2021 CONFIDENTIAL Replay Acquisition LLC Irving, TX 75039 Ladies and Gentlemen:Transaction Agreement • April 7th, 2021 • Replay Acquisition LLC • Blank checks
