X0306 4 2021-06-17 0 0001828937 Finance of America Companies Inc. FOA 0001853911 Thornock Tai A. C/O FINANCE OF AMERICA COMPANIES INC. 909 LAKE CAROLYN PARKWAY, SUITE 1550 IRVING TX 75039 0 1 0 0 Chief Accounting Officer Restricted Stock Units 2021-06-17 4 A 0 137600 0.00 A Class A Common Stock 137600 137600 D Earnout Rights 2021-06-17 4 A 0 14400 0.00 A Class A Common Stock 14400 14400 D Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock ("Class A Common Stock"). The restricted stock units will be settled in either Class A Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee. Pursuant to the terms of the Transaction Agreement, dated October 12, 2020 (the "Transaction Agreement") governing the business combination ("Business Combination") of Replay Acquisition Corp. and Finance of America Equity Capital LLC and the Amended and Restated UFG Holdings LLC Management Long-Term Incentive Plan (the "LTIP"), the Reporting Person received replacement restricted stock units and related Earnout Rights. Pursuant to the terms of the LTIP, 25% of the replacement restricted stock units vested on the grant date, and the remaining 75% will vest in equal installments on each of the first three anniversaries of the closing of the Business Combination, subject to each holder's continued employment. Pursuant to earnout provisions in the Transaction Agreement and the LTIP, the holder of such Earnout Rights is entitled to receive shares of Class A Common Stock if, from the closing of the Business Combination until the sixth anniversary thereof, the volume-weighted average price of the Class A Common Stock exceeds the thresholds described below. 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. /s/ Tracy Lowe, as Attorney-in-Fact 2021-06-22