X0206 3 2021-04-02 0 0001828937 Finance of America Companies Inc. FOA 0001853906 Fleming Graham C/O FINANCE OF AMERICA COMPANIES INC. 909 LAKE CAROLYN PARKWAY, SUITE 1550 IRVING TX 75039 0 1 0 0 President LLC Units of UFG Management Holdings LLC Class A Common Stock 1341739 D Earnout Rights 2027-04-01 Class A Common Stock 157338 I See Footnote Reflects limited liability company units of UFG Management Holdings LLC ("Management Holdings Units"). Pursuant to the terms of the limited liability company agreement of UFG Management Holdings LLC, Management Holdings Units are redeemable at the Reporting Person's option for limited liability company units of Finance of America Equity Capital LLC (the "FOA Units"), which will then be immediately exchanged for shares of the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis pursuant to the terms of an exchange agreement, dated as of April 1, 2021. These redemption and exchange rights do not expire. Reflects the Reporting Person's indirect interest in Earnout Rights (described below) held by UFG Management Holdings LLC, which relate to the Management Holdings Units held by the Reporting Person. Reflects Earnout Rights acquired by UFG Management Holdings LLC pursuant to the business combination of Replay Acquisition Corp. and Finance of America Equity Capital LLC pursuant to the terms of a Transaction Agreement, dated October 12, 2020 (the "Transaction Agreement"). The transactions contemplated by the Transaction Agreement closed on April 1, 2021. Pursuant to earnout provisions in the Transaction Agreement, UFG Management Holdings LLC is entitled to receive FOA Units if, from the closing of the transaction until the sixth anniversary thereof, the volume-weighted average price of the Class A Common Stock exceeds certain thresholds. Of these Earnout Rights, one-half will be issued if the volume-weighted average price of the Class A Common Stock exceeds $12.50 for any 20 trading days within any 30 trading day period, and one half will be issued if the volume-weighted average price of the Class A Common Stock exceeds $15.00 for any 20 trading days within any 30 trading day period. Pursuant to the terms of an exchange agreement, dated as of April 1, 2021, the FOA Units are exchangeable for shares of Class A Common Stock on a one-for-one basis. These exchange rights do not expire. Exhibit 24 - Power of Attorney /s/ Tracy Lowe, as Attorney-in-Fact 2021-04-02