On October 12, 2020, Replay Acquisition Corp. (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 (New Pubco), RPLY Merger Sub LLC, a Delaware limited liability company and wholly owned
subsidiary of New Pubco, RPLY BLKR Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of New Pubco, Blackstone Tactical Opportunities Fund (Urban Feeder) NQ L.P., a Delaware limited partnership, Blackstone
Tactical Opportunities Associates NQ L.L.C., a Delaware limited liability company, 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 of the Transaction Agreement (as defined below), entered into a transaction agreement (as amended and supplemented from time to time, the Transaction Agreement)
pursuant to which Replay agreed to combine with FoA in a series of transactions (collectively, the Business Combination).
Under the terms of the Transaction Agreement, it is a condition to the Sellers obligation to consummate the Business Combination that
cash held by Replay as of immediately prior to the closing of the Business Combination (after taking into account any redemptions and the PIPE investments to be made at closing but before the payment of fees and expenses) be equal or greater to
$400,000,000. In connection with the Business Combination, the Sellers intend to waive the closing condition relating to the minimum cash required to be held by Replay in the event such condition is not otherwise satisfied. The Business Combination
is expected to be completed on April 1, 2021, subject to satisfaction of other customary closing conditions.
Important
Information About the Proposed Business Combination and Where to Find It
In connection with the proposed Business Combination, a
registration statement on Form S-4 (the Form S-4) has been filed by New Pubco with the U.S. Securities and Exchange Commission
(SEC), that includes a proxy statement of Replay that also constitutes a prospectus of New Pubco. Replay, FoA and New Pubco urge investors, stockholders and other interested persons to read the Form
S-4, including the definitive proxy statement/prospectus and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the proposed Business Combination, as
these materials will contain important information about FoA, Replay, and the proposed Business Combination. Such persons can also read Replays Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, for a description of the security holdings of Replays officers and directors and their respective interests as security holders in the consummation of the proposed Business Combination. Beginning on February 12,
2021, the definitive proxy statement/prospectus was mailed to Replays shareholders as of January 28, 2021, seeking any required shareholder approval. Shareholders will also be able to obtain copies of such documents, without charge at the
SECs website at www.sec.gov, or by directing a request to: Replay Acquisition Corp., 767 Fifth Avenue, 46th Floor, New York, New York 10153, or info@replayacquisition.com.
Participants in the Solicitation
Replay, FoA, New Pubco and their respective directors, executive officers and other members of their management and employees, under SEC rules,
may be deemed to be participants in the solicitation of proxies of Replays shareholders in connection with the proposed Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations
and interests of Replays directors and executive officers in Replays Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 25,
2020. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Replays shareholders in connection with the proposed Business Combination is set forth in the proxy statement/prospectus
for the proposed Business Combination. Information concerning the interests of Replays and FoAs participants in the solicitation, which may, in some cases, be different than those of Replays and FoAs equity holders generally,
is set forth in the proxy statement/prospectus relating to the proposed Business Combination.
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