(iv) Blocker converted from a Delaware limited partnership to a Delaware limited liability
company;
(v) Blocker Merger Sub merged with and into Blocker (the Blocker Merger), with Blocker surviving the Blocker
Merger as a direct wholly owned subsidiary of New Pubco and each limited liability company interest of Blocker (each, a Blocker Share) outstanding immediately prior to the effectiveness of the Blocker Merger being converted into
the right to receive a combination of shares of Class A Common Stock and cash;
(vi) Blocker GP contributed its remaining FoA Units
to New Pubco in exchange for shares of Class A Common Stock, after which New Pubco contributed such FoA Units to Blocker; and
(vii)
New Pubco issued to the Sellers shares of New Pubcos Class B common stock, par value $0.0001 per share (Class B Common Stock), which has no economic rights but entitles each holder of at least one
such share (regardless of the number of shares so held) to a number of votes that is equal to the aggregate number of FoA Units held by such holder on all matters on which stockholders of New Pubco are entitled to vote generally.
As a result of the Business Combination, among other things:
(A) New Pubco indirectly holds (through Replay and Blocker) FoA Units and has the sole and exclusive right to appoint the board of managers of
FoA;
(B) the Sellers hold (i) FoA Units that are exchangeable on a
one-for-one basis for shares of Class A Common Stock and (ii) shares of Class B Common Stock; and
(C) the holders of Blocker Shares outstanding immediately prior to the effectiveness of the Blocker Merger (the Blocker
Shareholders) and Blocker GP (together with the Blocker Shareholders, the Continuing Stockholders), directly or indirectly, hold shares of Class A Common Stock.
Immediately prior to the consummation of the Business Combination:
(i) Replay issued Ordinary Shares pursuant to subscription agreements entered into with various investors, including an affiliate of Replay
Sponsor, LLC, a Delaware limited liability company (the Sponsor), pursuant to which such investors agreed to purchase Ordinary Shares (which Ordinary Shares were converted into Replay LLC Units pursuant to the Domestication and
then were converted into the right to receive shares of Class A Common Stock pursuant to the Replay Merger) (each such subscription agreement, a Replay PIPE Agreement); and
(ii) New Pubco issued shares of Class A Common Stock pursuant to subscription agreements entered into with certain funds affiliated with
The Blackstone Group Inc. (Blackstone, and such funds, the Blackstone Investors) and an entity controlled by Brian L. Libman (Brian L. Libman and certain entities controlled by him, the BL
Investors and, together with the Blackstone Investors, the Principal Stockholders) pursuant to which the Principal Stockholders agreed to purchase shares of Class A Common Stock (each such subscription agreement, a
New Pubco PIPE Agreement and, together with the Replay PIPE Agreements, the PIPE Agreements).
Pursuant to the terms
of the Transaction Agreement, the aggregate consideration payable or issuable to Blocker GP, the Sellers and the Blocker Shareholders in connection with the Business Combination consisted of, as applicable, (a) the aggregate amount of FoA Units
Cash Consideration, (b) the aggregate number of Seller Class B Shares (as defined in the Proxy Statement/Prospectus), (c) the aggregate amount of Blocker Merger Consideration (as defined in the Proxy Statement/Prospectus), and
(d) the Earnout Securities. In addition, in exchange for the FoA Units that Blocker GP contributed to New Pubco, New Pubco issued to Blocker GP a number of shares of Class A Common Stock equal to the number of FoA Units so contributed.