REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 9th, 2019 • Replay Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 3, 2019, is made and entered into by and among Replay Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Replay Sponsor, LLC, a Delaware limited liability company (the “Sponsor”, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
25,000,000 Units Replay Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2019 • Replay Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENT between REPLAY ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • April 9th, 2019 • Replay Acquisition Corp. • Blank checks • 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”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • April 9th, 2019 • Replay Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of April 3, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Replay Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Replay Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 15th, 2019 • Replay Acquisition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of December 17, 2018, is made and entered into by and between Replay Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Replay Sponsor Corp., a Delaware corporation (the “Buyer”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 9th, 2019 • Replay Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Replay Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2019 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $ of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Replay Acquisition Corp. 767 Fifth Avenue, 46th Floor New York, New York 10153Letter Agreement • April 9th, 2019 • Replay Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Replay Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursua
Replay Acquisition Corp. 767 Fifth Avenue, 46th Floor New York, New York 10153Letter Agreement • March 15th, 2019 • Replay Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Replay Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursua
Subscription AgreementSubscription Agreement • October 16th, 2020 • Replay Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 12th day of October, 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).
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”).
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...Limited Liability Company Agreement • October 16th, 2020 • Replay Acquisition Corp. • 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
Replay Acquisition Corp. New York, New York 10153 Finance of America Companies Inc. New York, New York 10153 Finance of America Equity Capital LLC Irving, Texas 75039 Re: Sponsor Agreement Ladies and Gentlemen:Replay Acquisition Corp. • October 16th, 2020 • Blank checks
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that certain Transaction Agreement, dated as of the date hereof, 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”), Finance of America Equity Capital LLC, a Delaware limited liability company (the “Company”), and the other parties thereto (the “Transaction Agreement”), and hereby amends and restates in its entirety that certain letter, dated April 3, 2019, from Replay Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and each of the other undersigned persons (each, an “Insider” and, together with the Sponsor, the “Sponsor Persons”) to Purchaser (the “Prior Letter Agreement”). Certain capitalized terms used herein are defined in Paragraph 11. Capitalized terms used but not defined herein shall have the respective meanings given to them in
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:Replay Acquisition LLC • April 7th, 2021 • Blank checks
April 5, 2021 CONFIDENTIAL Replay Acquisition LLC Irving, TX 75039 Ladies and Gentlemen:Replay Acquisition LLC • April 7th, 2021 • Blank checks
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:Replay Acquisition LLC • April 7th, 2021 • Blank checks • New York
