Exhibit 10.1

Execution Version

REPURCHASE AGREEMENT

BY AND AMONG

FINANCE OF AMERICA COMPANIES INC.,

FINANCE OF AMERICA EQUITY CAPITAL LLC,

AND

THE SELLER ENTITIES LISTED ON SCHEDULE A HERETO

Dated as of August 4, 2025

TABLE OF CONTENTS

i

EXHIBITS

Exhibit A – Definitions

SCHEDULES

Schedule A - List of Seller Entities

ii

REPURCHASE AGREEMENT

This REPURCHASE AGREEMENT dated as of August 4, 2025 (this “Agreement”) is by and among Finance of America Companies Inc., a Delaware corporation (“FOA”), Finance of America Equity Capital LLC (“FOAEC”, and together with FOA, the “Company”), and the Seller Entities listed on Schedule A (each, a “Seller Entity”, and, collectively, the “Seller”). Each of the Company and the Seller is also referred to herein individually as a “Party” and together as the “Parties.” Capitalized terms used but not defined herein have the meanings assigned to them in Exhibit A.

RECITALS

WHEREAS, the Company desires to purchase from the Seller, and the Seller desires to sell, transfer, assign and deliver to the Company, the Sold Equity (as defined below) in consideration of the payment of the Purchase Price (as defined below) by or on behalf of the Company to the Seller, on the terms and subject to the conditions set forth herein;

WHEREAS, the Audit Committee of the Board of Directors consisting only of independent and disinterested directors (the “Audit Committee”) has (i) determined that the transactions contemplated by this Agreement are in the best interests of FOA and its stockholders (other than the Seller and any of its Affiliates), (ii) approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and (iii) recommended that the Board of Directors approve and declare advisable the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein;

WHEREAS, the Board of Directors, based on the recommendation of the Audit Committee, has (i) determined that the transactions contemplated by this Agreement are in the best interests of FOA and its stockholders, and (ii) approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein; and

WHEREAS, the board of managers of FOAEC has (i) determined that the transactions contemplated by this Agreement are in the best interests of FOAEC and its equityholders (other than the Seller and any of its Affiliates), (ii) approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and (iii) approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein.

In consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I

PURCHASE AND SALE OF SOLD EQUITY

Section 1.1 Purchase and Sale. On the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, FOA shall purchase and accept, and each Seller Entity shall sell, transfer, assign and deliver to FOA, the equity interests set forth opposite such Seller Entity’s name on Schedule A, as adjusted pursuant to Section 4.4, hereto (collectively, the “Sold Equity”) in consideration of the payment by or on behalf of FOA of $10.00 per FOAEC Unit or per share of Class A Common Stock, as applicable, $0.00 per share of Class B Common Stock and $0.00 per Earnout Right (the aggregate amount so payable to the Seller Entities, the “Purchase Price”). The Purchase Price as of the date hereof is $80,298,170.00.

Section 1.2 Closing.

(a) On, and subject to, the terms and conditions set forth in this Agreement, the closing of the sale, purchase, assignment, transfer and delivery of the Sold Equity (the “Closing”) shall take place on the third Business Day following the satisfaction and waiver of all of the conditions set forth in Article V (other than those conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction or waiver of those conditions at the Closing) remotely via the exchange of executed documents and signature pages (or such other date, time and place as is mutually agreed to by the Company and the Seller); provided, absent the prior written consent of the Company, the Closing shall not occur prior to the date which is 105 days after the date of this Agreement. The day on which the Closing occurs is referred to herein as the “Closing Date”.

(b) At or prior to the Closing, each Seller Entity shall deliver to the Company a duly executed, valid, accurate and properly completed Internal Revenue Service (“IRS”) Form W-9 certifying that such Seller Entity is a U.S. person.

(c) For U.S. federal and applicable state and local income tax purposes, it is intended that (i) each purchase of Class A Common Stock hereunder shall be treated as an exchange under Section 302(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) each purchase of FOAEC Units hereunder shall be treated as (x) if the purchase is made by FOAEC and not funded by a contribution of cash to FOAEC by FOA or any of its Affiliates, a distribution under Section 731 of the Code or (y) if the purchase is made by FOA or any of its Affiliates (other than FOAEC or its Subsidiaries) or funded by a contribution of cash to FOAEC by FOA or any of its Affiliates, a sale by the applicable Seller Entity of an interest in a partnership. The Parties hereto shall not take any position inconsistent with such intended treatment for applicable tax purposes unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code.

(d) Notwithstanding anything to the contrary in this Agreement, the Company, its Affiliates and any other applicable withholding agent shall be entitled to deduct and withhold from any payments under this Agreement any amount required to be deducted or withheld by applicable Law; provided, that absent a change in applicable Laws after the date hereof, no tax shall be withheld from any payments hereunder to any Seller Entity that complies

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with Section 1.2(b). Any amount so deducted or withheld will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made. Except with respect to withholding resulting from a failure to deliver a tax form contemplated by this Agreement, the Company shall use commercially reasonable efforts to provide prior notice of any amounts required to be deducted and withheld from any payment made by it pursuant to this Agreement and to cooperate in good faith to either reduce or eliminate any amounts required to be so deducted and withheld in respect of any such Person, at such Person’s request, to the extent permitted by law; provided that such requesting Person provides the applicable withholding Party with duly executed certifications, documents or forms required to reduce or avoid such deduction or withholding.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Seller as of date hereof and as of the Closing Date (except to the extent made only as of a specified date in which case as of such date), that, except as set forth in the SEC Documents filed by the Company with the SEC, and publicly available, after January 1, 2023 and prior to the date hereof (other than any disclosures set forth in the “Risk Factors” or “Forward-Looking Statements” sections or similarly captioned sections of any such filings):

Section 2.1 Organization and Power. The Company is a corporation or limited liability company (as applicable) validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation (as applicable) and has all requisite corporate or limited liability company power and authority to own or lease its assets, rights and properties and to carry on its business as presently conducted.

Section 2.2 Authorization; No Conflicts.

(a) The Company has all necessary corporate or limited liability company power and authority and has taken all necessary corporate or limited liability action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company. Assuming due execution and delivery thereof by the Seller, this Agreement is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable Laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(b) The authorization, execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby does not and will not: (i) violate or result in the breach of any provision of the Governing Documents; or (ii) with such exceptions that are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect: (A) violate any provision of, constitute

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a breach of, or default under, any judgment, order, writ, or decree applicable to the Company or any of its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract; (B) violate any provision of, constitute a breach of, or default under, any Laws applicable to the Company or any of its Subsidiaries; or (C) result in the creation of any Lien upon any assets, rights or properties of the Company or any of its Subsidiaries or the suspension, revocation or forfeiture of any franchise, permit or license granted by a Governmental Entity to the Company or any of its Subsidiaries.

Section 2.3 Government Approvals. No consent, approval or authorization of, or filing with, any Governmental Entity is or will be required on the part of the Company in connection with the execution, delivery and performance by the Company of this Agreement, except for any filings required under the Exchange Act and the Securities Act, if and as applicable.

Section 2.4 Litigation. There (i) are no Actions of any kind whatsoever, at Law or in equity, pending or, to the knowledge of the Company, threatened that challenges or seeks, or if adversely determined would be reasonably likely, to prevent or materially and adversely impact the consummation of the transactions contemplated by this Agreement or the performance of the Company’s obligations hereunder, and (ii) is no injunction, order or decree of any nature of any Governmental Entity in effect to which the Company is subject (and, to the knowledge of the Company, no such injunction, order or decree is threatened) that would be reasonably likely to prevent or materially and adversely impact the consummation of the transactions contemplated by this Agreement or the performance of the Company’s obligations hereunder.

Section 2.5 No Brokers or Finders. No Person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or claim against or upon the Company or any of its Subsidiaries for any commission, fee or other compensation as a finder or broker because of any act of the Company or any of its Subsidiaries.

Section 2.6 Solvency. The Company and its Subsidiaries, on a consolidated basis, are Solvent as of the date of this Agreement.

Section 2.7 Sufficiency of Funds. The Company intends that it will have sufficient funds to consummate the transactions when the Closing is required to occur pursuant to Section 1.2.

Section 2.8 No Additional Representations. Except for the representations and warranties made by the Company in this Article II and in any certificate delivered to the Seller in connection with this Agreement, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the Seller, or any of its Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b)

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any oral or written information presented to the Seller or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby, or the accuracy or completeness thereof. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Seller and its Affiliates to rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement and in any certificate delivered to the Seller as may be required by this Agreement, nor will anything in this Agreement operate to limit any claim by any Seller or any of its respective Affiliates for Fraud.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Company as of the date hereof and as of the Closing Date (except to the extent made only as of a specified date in which case as of such date) that:

Section 3.1 Organization and Power. Each Seller Entity is duly formed or incorporated, validly existing and in good standing under the Laws of the jurisdiction of its formation or incorporation and has all necessary power and authority to own its assets, rights and properties and to carry on its business as presently conducted.

Section 3.2 Authorization; No Conflicts.

(a) The Seller has all necessary power and authority and has taken all necessary entity action required for the due authorization, execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller. Assuming due execution and delivery thereof by the Company, this Agreement is a valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable Laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(b) The authorization, execution, delivery and performance by the Seller of this Agreement, and the consummation by the Seller of the transactions contemplated hereby, does not and will not: (i) violate or result in the breach of any provision of the organizational documents of the Seller; or (ii) with such exceptions that are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect: (A) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Seller or any of its Subsidiaries or any Contract to which the Seller or any of its Subsidiaries is a party or accelerate the Seller’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract; (B) violate any provision of, constitute a breach of, or default under, any Laws applicable to the Seller or any of its Subsidiaries; or (C) result in the creation of any Lien upon any assets, rights or properties of the Seller or any of its Subsidiaries or the suspension, revocation or forfeiture of any franchise, permit or license granted by a Governmental Entity to the Seller or any of its Subsidiaries.

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Section 3.3 Government Approvals. No consent, approval, or authorization of, or filing with, any Governmental Entity is or will be required on the part of the Seller in connection with the execution, delivery and performance by the Seller of this Agreement, except for any filings required under the Exchange Act and the Securities Act, if and as applicable.

Section 3.4 Ownership of Sold Equity. Subject to Section 4.4, each Seller Entity directly owns, beneficially and of record, and has good and valid title to, the equity interests set forth opposite such Seller Entity’s name on Schedule A hereto, free and clear of all Liens, other than Liens under federal or state securities Laws, Liens created by the Company or Liens arising under the Governing Documents. Other than the Sold Equity, the Seller Entities do not own any equity interests (or other Earnout Rights) in the Company or any of its controlled Affiliates. Subject to Section 4.4, no Seller Entity is a party to any option, warrant, purchase right, conversion right, right of first refusal, call, put or other contract or commitment that could require such Seller Entity to sell, transfer, or otherwise dispose of any of the Sold Equity. No Seller Entity is party to any voting trust, proxy, or other agreement or understanding with respect to the voting of the Sold Equity (other than the Governing Documents). Upon the transfer and delivery of the Sold Equity being sold hereunder by the Seller to the Company at the Closing, the Company will receive good and valid title to the Sold Equity, free and clear of all Liens (other than Liens under federal or state securities Laws or Liens created by the Company or arising under the Governing Documents).

Section 3.5 Litigation. There (i) are no Actions of any kind whatsoever, at Law or in equity, pending or, to the knowledge of the Seller, threatened that challenges or seeks, or if adversely determined would be reasonably likely, to prevent or materially and adversely impact the consummation of the transactions contemplated by this Agreement or the performance of the Seller’s obligations hereunder, and (ii) is no injunction, order or decree of any nature of any Governmental Entity in effect to which any Seller Entity is subject (and, to the knowledge of Seller, no such injunction, order or decree is threatened) that would be reasonably likely to prevent or materially and adversely impact the consummation of the transactions contemplated by this Agreement or the performance of the Seller’s obligations hereunder.

Section 3.6 Access to Information; Independent Investigation. The Seller represents that it has: (i) sufficient knowledge and expertise to evaluate the merits and risks of the transactions contemplated by this Agreement and to protect its own interest in connection with the transactions contemplated by this Agreement; (ii) conducted, to the extent it deemed necessary or appropriate, its own independent investigation (including, but not limited to, consultation with its legal, tax and/or financial advisors) of such matters as, in its judgment, are necessary for it to make an informed decision with respect to the transactions contemplated by this Agreement, including as to the terms and conditions of this Agreement and the Purchase Price; and (iii) not relied upon any representations or other information (other than the representations and warranties of the Company set forth in Article II and, if the certificate contemplated by Section 5.1(c) is delivered, any representations provided in such certificate delivered by the Company). The Seller acknowledges and accepts that, subject to compliance with the terms of this Agreement, including with Section 4.5, the Company may engage in future transactions that could affect the overall value of the Company, its Subsidiaries or the Class A Common Stock or FOAEC Units.

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Section 3.7 No Brokers or Finders. No Person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or claim against or upon the Company or any of its Subsidiaries for any commission, fee or other compensation as a finder or broker as a result of any Contract entered into by the Seller or any of its Affiliates and for which the Company or any of its Subsidiaries will be liable.

Section 3.8 No Additional Representations. The Seller acknowledges and agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties made by the Company in Article II and, if the certificate contemplated by Section 5.1(c) is delivered, in such certificate delivered by the Company, neither the Company nor any other Person, makes any express or implied representation or warranty with respect to the Company, its Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Seller, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer and other than the representations and warranties made by the Company in Article II and, if the certificate contemplated by Section 5.1(c) is delivered, in such certificate delivered by the Company, the Seller acknowledges and agrees, on behalf of itself and its Affiliates, that neither the Company nor any other Person, makes or has made any representation or warranty with respect to, and the Seller, on behalf of itself and its Affiliates, hereby disclaims reliance upon any (a) financial projection, forecast, estimate, budget or prospect information relating to the Company, its Subsidiaries or their respective business or (b) any information presented to the Seller or any of its Affiliates or representatives in the course of the negotiation of this Agreement or in the course of the transactions contemplated hereby, or the accuracy or completeness thereof. To the fullest extent permitted by applicable Laws, without limiting the representations and warranties contained in Article II, other than in the case of Fraud, neither the Company nor any of its Subsidiaries or any other Person shall have any liability to any Seller or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its Subsidiaries or representatives to the Seller or its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement.

ARTICLE IV

COVENANTS OF THE PARTIES

Section 4.1 Termination of Tax Receivable Agreement. Effective as of (but subject to the consummation of) the Closing, the Company and the Seller Entities hereby agree that, automatically and without the action of any other Person, that certain Tax Receivable Agreement (the “TRA”), dated April 1, 2021, by and among the Company and the Seller Entities is terminated in full without any further liability or obligation (including any liability or obligation that may have arose prior to such termination) on any party thereto; provided, that the Company shall reimburse the Seller for any expenses incurred by the Seller that are reimbursable in accordance with the terms of the TRA at or prior to such termination.

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Section 4.2 Assumption of LTIP Award Settlement Agreement. Effective as of (but subject to the consummation of) the Closing, the Company hereby assumes the obligations of the Seller Entities under that certain LTIP Award Settlement Agreement, dated as of October 12, 2020, by and between the Company, the Seller Entities and the other parties thereto, as may be amended, supplemented or modified from time to time (including by that certain Letter Agreement, dated April 5, 2021, by and among the Company, the Seller Entities and the other parties thereto), terminates the Seller Entities as parties thereto, and novates the Seller Entities from all liabilities and obligations thereunder (whether now or in the future existing).

Section 4.3 Engagement of Valuation Firm. Promptly following the execution and delivery of this Agreement, the Company shall (a) contact the Valuation Firm and, if such Valuation Firm is willing to accept such engagement, use reasonable best efforts to engage the Valuation Firm (or if such Valuation Firm is not willing to accept such engagement, contact and use reasonable best efforts to engage an alternate Valuation Firm in accordance with the terms hereof), (b) use reasonable best efforts to provide or make available accurate and complete information, employees and locations reasonably requested by such Valuation Firm for the performance of its services in a timely manner and (c) use reasonable best efforts to execute any customary certificates that are reasonably requested by the Valuation Firm regarding the accuracy of the information, data or other materials (financial or otherwise) provided by or on behalf of the Company to the Valuation Firm, in each case in order to enable to the Valuation Firm to complete its analysis and deliver (in the discretion of the Valuation Firm) its opinion as to whether the Company is solvent and has surplus in a timely manner such that, if the Company is solvent and has surplus and the other conditions to Article V are satisfied and waived, the consummation of the Closing hereunder could occur prior to the Initial Outside Date. Further, the Company shall keep the Seller reasonably informed of the status of (i) the Company’s engagement of the Valuation Firm and (ii) the valuation analysis by the Valuation Firm of the Company’s solvency and the existence of surplus of the Company after giving effect to the transactions contemplated by this Agreement (provided, this clause (ii) shall not require the Company to share such analysis with the Seller, other than a copy of the opinion itself, subject to the execution of a non-reliance letter in form and substance acceptable to the Valuation Firm), in each case, on a reasonably prompt basis.

Section 4.4 Ability to Transfer Equity. If Closing has not occurred by 5 p.m. Eastern Time on the Initial Outside Date, each Seller Entity shall have the right, to sell, transfer, dispose of or assign all or any portion of the Sold Equity to one or more third parties (which, for the avoidance of doubt, shall not include any Affiliate of Blackstone Inc.), and any Sold Equity that is actually sold, transferred, disposed of or assigned to a third party prior to the Closing shall no longer be treated as Sold Equity hereunder, and upon notice to the Company, the Seller shall be entitled to update Schedule A to reflect the Sold Equity that is actually so sold to a third party.

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Section 4.5 Operating Covenants. From the date of this Agreement until the earlier to occur of the Closing Date and this Agreement being terminated in accordance with Section 7.1, the Company shall not:

(i) purchase or redeem, however effected, any equity interests of the Company other than pursuant to this Agreement (which exception shall include any repurchase of FOAEC Units substantially concurrently with the Closing in connection with the purchase of the shares of Class A Common Stock constituting Sold Equity) or from a director, officer or employee in connection with the termination of service or employment of any director, officer or employee of the Company under circumstances where the purchase of such equity is permitted in accordance with equity documents (including any applicable grant or similar agreement) as of the date hereof;

(ii) voluntarily prepay in cash, or voluntarily accelerate the payment of, by means of a payoff, paydown, redemption, repurchase or otherwise, all or any portion of any indebtedness for borrowed money (other than to the extent specifically required by the terms of such indebtedness as of the date hereof, including with respect to any mandatory interest or amortization payments, in each case solely to the extent such payment is effected when and if required in accordance with the terms of such indebtedness as of the date hereof), and the Company shall cause Finance of America Funding LLC to not take any of the foregoing actions with respect to its 7.875% Senior Notes due 2025, its 7.875% Senior Notes due 2026 or its 10.000% Exchangeable Senior Notes due 2029 (except, with respect to Finance of America Funding LLC and the foregoing indebtedness, “as of the date hereof” shall also take into account any amendment or modification contemplated by the Support Agreement from and after the effectiveness of such amendment or modification);

(iii) declare, set aside, make or pay any dividend or distribution (whether in cash, assets, shares, other securities or property or any combination thereof) in respect of any equity interests of the Company or any of its Subsidiaries (other than among the Company and its Subsidiaries which do not involve payments to any third party);

(iv) take any action (or inaction) (A) with the intent to delay or prevent the Closing from occurring or to cause any of the conditions set forth in Article V to not be satisfied (including the receipt of the Solvency Opinion) or (B) with the knowledge that such action (or inaction) would reasonably be likely to materially delay or prevent the Closing from occurring or to cause any of the conditions set forth in Article V to not be satisfied (including the receipt of the Solvency Opinion), except this clause (B) shall not apply to any action (or inaction) taken by the Company if the Board of Directors determines that the Company failing to take such action (or inaction) would be inconsistent with its fiduciary duties; or

(v) authorize or commit to or otherwise agree to become obligated to do any action prohibited by this Section 4.5.

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ARTICLE V

CONDITIONS TO THE PARTIES’ OBLIGATIONS

Section 5.1 Conditions of the Seller. The obligations of the Seller to consummate the transactions contemplated hereby to be consummated at the Closing are subject to the satisfaction or written waiver (to the extent any such waiver is permitted by applicable Law) by the Seller, on or prior to the Closing Date, of each of the following conditions precedent:

(a) Representations and Warranties. (i) Each of the representations and warranties of the Company contained in Article II of this Agreement (other than Section 2.1 (Organization and Power), Section 2.2(a) (Authorization), and Section 2.5 (No Brokers or Finders) of this Agreement) shall be true and correct as of the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct as of such date or time), except where the failure of such representations and warranties to be so true and correct, without giving effect to any qualification or limitation as to “materiality,” “material adverse effect” or similar qualifier set forth therein, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) each of the representations and warranties of the Company contained in Section 2.1 (Organization and Power), Section 2.2(a) (Authorization), and Section 2.5 (No Brokers or Finders) of this Agreement shall be true and correct in all material respects on the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct in all material respects as of such date or time).

(b) Covenants. The Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing.

(c) Officer’s Certificate. The Seller shall have received a certificate signed on behalf of the Company by a duly authorized officer certifying to the effect that the conditions set forth in Section 5.1(a) and (b) have been satisfied.

(d) No Order. There shall be no injunction, order or decree of any nature of any Governmental Entity in effect that restrains, prohibits or makes illegal the consummation of the transactions contemplated hereby.

(e) Solvency Opinion. The Company shall have received an opinion from Houlihan Lokey Capital, Inc. (or any successor thereto, the “Valuation Firm”), or another valuation firm mutually agreed between the Company and the Seller (and, upon such agreement, the term “Valuation Firm” shall mean such other valuation firm so mutually agreed), as to the solvency and the existence of surplus of the Company after giving effect to the transactions contemplated by this Agreement (the “Solvency Opinion”).

Section 5.2 Conditions of the Company. The obligations of the Company to consummate the transactions contemplated hereby are subject to the satisfaction or written waiver (to the extent any such waiver is permitted by applicable Law) by the Seller, on or prior to the Closing Date, of each of the following conditions precedent:

(a) Representations and Warranties. (i) Each of the representations and warranties of the Seller contained in Article III of this Agreement (other than Section 3.1 (Organization and Power), Section 3.2(a) (Authorization), Section 3.4 (Ownership of Sold Equity), and Section 3.7 (No Brokers or Finders) of this Agreement) shall be true and correct on

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and as of the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct as of such date or time), except where the failure of such representations and warranties to be so true and correct, without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or similar qualifier set forth therein, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) each of the representations and warranties of the Company contained in Section 3.1 (Organization and Power), Section 3.2(a) (Authorization), Section 3.4 (Ownership of Sold Equity), and Section 3.7 (No Brokers or Finders) of this Agreement shall be true and correct in all material respects on the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct in all material respects as of such date or time).

(b) Covenants. The Seller shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Seller at or prior to the Closing.

(c) Officer’s Certificate. The Company shall have received a certificate signed on behalf of the Seller Entities by a duly authorized officer of each Seller Entity certifying to the effect that the conditions set forth in Section 5.2(a) and (b) have been satisfied.

(d) No Order. There shall be no injunction, order or decree of any nature of any Governmental Entity in effect that restrains, prohibits or makes illegal the consummation of the transactions contemplated hereby.

(e) Solvency Opinion. The Company shall have received the Solvency Opinion from the Valuation Firm.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Non-Survival. Except for the representations and warranties of the Seller contained in Section 3.4 (Ownership of Sold Equity), which shall survive for a period of twelve (12) months following the Closing, none of the representations and warranties contained in Article II and Article III hereof shall survive the Closing; provided that nothing herein shall relieve any Party of liability for any inaccuracy or breach of such representations and warranties in the case of Fraud. No covenants and agreements of the parties contained herein shall survive the Closing except for any covenants that, by their terms, require performance (in whole or in part) after the Closing, in which case such covenants shall survive in accordance with their terms.

Section 6.2 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and will become effective when one or more counterparts have been signed by a Party and delivered to the other Parties. Copies of executed counterparts of signature pages to this Agreement may be transmitted by PDF (portable document format) or facsimile and such PDFs or facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

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Section 6.3 Governing Law.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(b) Any dispute relating hereto shall be heard in the Court of Chancery of the State of Delaware, and, if applicable, in any state or federal court located in the State of Delaware in which appeal from the Court of Chancery of the State of Delaware may validly be taken under the laws of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over such dispute, any state or federal court within the State of Delaware) (each a “Chosen Court” and collectively, the “Chosen Courts”), and the parties hereto agree to the exclusive jurisdiction and venue of the Chosen Courts. Such Persons further agree that any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby or by any matters related to the foregoing (the “Applicable Matters”) shall be brought exclusively in a Chosen Court, and that any Action arising out of this Agreement or any other Applicable Matter shall be deemed to have arisen from a transaction of business in the State of Delaware and each of the foregoing Persons hereby irrevocably consents to the jurisdiction of such Chosen Courts in any such Action and irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that such Person may now or hereafter have to the laying of the venue of any such Action in any such Chosen Court or that any such Action brought in any such Chosen Court has been brought in an inconvenient forum.

(c) Such Persons further covenant not to bring an Action with respect to the Applicable Matters (or that could affect any Applicable Matter) other than in such Chosen Court and not to challenge or enforce in another jurisdiction a judgment of such Chosen Court.

(d) Without limiting the foregoing, each such Person agrees that service of process on such party at the address provided in Section 6.6 shall be deemed effective service of process on such Person.

(e) Waiver of Jury Trial. EACH PARTY HERETO, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Section 6.4 Entire Agreement; No Third Party Beneficiary. This Agreement contains the entire agreement by and among the Parties with respect to the subject matter hereof and all prior negotiations, writings and understandings relating to the subject matter of this Agreement. This Agreement is not intended to confer upon any Person not a Party hereto (or their successors and permitted assigns) any rights or remedies hereunder.

12

Section 6.5 Expenses. Without limiting Section 4.1, all fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including accounting and legal fees and the fees of the Valuation Firm shall be paid by the Party incurring such expenses; provided, that the Company shall reimburse the Seller for any out-of-pocket expenses incurred by the Seller in connection with any amendments of the Revolving Working Capital Promissory Notes to the extent required by the terms of the Revolving Working Capital Promissory Notes.

Section 6.6 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given or made as follows: (a) if sent by registered or certified mail in the United States return receipt requested, upon receipt; (b) if sent by nationally recognized overnight air courier, one (1) Business Day after mailing; (c) if sent by e-mail transmission, with a copy sent on the same day in the manner provided in the foregoing clause (a) or (b), when transmitted and receipt is confirmed; and (d) if otherwise actually personally delivered, when delivered, provided, that such notices, requests, demands and other communications are delivered to the address set forth below, or to such other address as any Party shall provide by like notice to the other Parties to this Agreement:

If to the Company, to:

Finance of America Companies Inc.

5830 Granite Parkway, Suite 400

Plano, Texas 75024

Attention: Graham Fleming

Email: [****]

with a copy (which shall not constitute notice) to:

Finance of America Companies Inc.

5830 Granite Parkway, Suite 400

Plano, Texas 75024

Attention: General Counsel

Email: [****]

and

Simpson Thacher & Bartlett LLP

425 Lexington Ave New York,

New York 10017

Attention: Michael Chao

Email: michael.chao@stblaw.com

If to a Seller Entity, to:

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Attention: Alejandro Canelas Fernandez

13

Brendan Hung

Tac Opps - Operations

Email:   [****]

[****]

[****]

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attention: Lauren M. Colasacco, P.C.

Keli Huang

Email:   lauren.colasacco@kirkland.com

     keli.huang@kirkland.com

Section 6.7 Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement may be assigned by the Company, with respect to any of its rights, interests and obligations under this Agreement in whole or in part (including, without limitation, solely the right to purchase Sold Equity at the Closing in accordance with Section 1.2), to one or more Affiliates of the Company, and in the event of such assignment, the assignee shall agree in writing to be bound by the provisions of this Agreement, including the rights, interests and obligations so assigned, and such Affiliate(s) shall become the Company hereunder (provided that any such assignment shall not relieve the Company of its obligations hereunder except to the extent its obligations are actually performed by such assignee(s)). No other assignment of this Agreement or of any rights or obligations hereunder may be made by any Party hereto without the prior written consent of the other Parties hereto. Any purported assignment or delegation in violation of this Agreement shall be null and void ab initio.

Section 6.8 Headings. The Section, Article and other headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement.

Section 6.9 Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by each Party hereto. Any Party hereto may, only by an instrument in writing, waive compliance by any other Party or Parties hereto with any term or provision hereof on the part of such other Party or Parties hereto to be performed or complied with. No failure or delay of any Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The waiver by any Party hereto of a breach of any term or provision hereof shall not be construed as a waiver of any subsequent breach. The rights and remedies of the Parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

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Section 6.10 Interpretation; Absence of Presumption.

(a) For the purposes hereof: (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) the word “or”, “any” or “either” shall not be exclusive. References to a Person are also to its permitted assigns and successors. When calculating the period of time between which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded (and unless, otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day).

(b) With regard to each and every term and condition of this Agreement and any and all agreements and instruments subject to the terms hereof, the Parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and if at any time the Parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration will be given to the issue of which Party hereto actually prepared, drafted or requested any term or condition of this Agreement or any agreement or instrument subject hereto.

Section 6.11 Severability. Any provision hereof that is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof, provided, however, that the Parties will attempt in good faith to reform this Agreement in a manner consistent with the intent of any such ineffective provision for the purpose of carrying out such intent.

Section 6.12 Specific Performance. The Parties hereto agree that irreparable damage would occur and that a Party would not have any adequate remedy at law in the event that any of the provisions of this Agreement are not performed in accordance with their terms or were otherwise breached. Accordingly, each Party shall without the necessity of proving the inadequacy of money damages or posting a bond be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms, provisions and covenants contained therein, this being in addition to any other remedy to which they are entitled at law or in equity. Under no circumstances will the Seller be permitted or entitled to receive both (a) a grant of specific performance resulting in the consummation of the sale of the Sold Equity in exchange for receipt in full by the Seller of the Purchase Price therefor, and (b) the payment of monetary damages at any time.

15

Section 6.13 Public Announcement. Subject to each Party’s disclosure obligations imposed by applicable Law (including beneficial ownership disclosures under Section 13 or Section 16 of the Exchange Act) or the rules of any stock exchange upon which its securities are listed, each of the Parties hereto will cooperate with each other in the development and distribution of all news releases and other public information disclosures with respect to this Agreement and any of the transactions contemplated by this Agreement, and neither the Company nor any Seller will make any such news release or public disclosure (except disclosures required by applicable Law) without first consulting with the other, and, in each case, also receiving the other’s consent (which shall not be unreasonably withheld or delayed) and each Party shall coordinate with the Party whose consent is required with respect to any such news release or public disclosure. Notwithstanding the foregoing, this Section 6.13 shall not apply to any press release or other public statement made by the Company or the Seller (a) that is consistent with prior disclosure and does not contain any information relating to the transactions that has not been previously announced or made public in accordance with the terms of this Agreement or (b) is made to its auditors, attorneys, accountants, financial advisors or limited partners. Notwithstanding anything to the contrary in this Agreement, in no event shall this Section 6.13 limit disclosure by the Seller and their respective Affiliates of ordinary course communications regarding this Agreement and the transactions contemplated by this Agreement to its existing or prospective general and limited partners, equityholders, financing sources, members, managers and investors of any Affiliates of such Person, including disclosing information about the transactions contemplated by this Agreement on their websites in the ordinary course of business consistent with past practice.

Section 6.14 Non-Recourse. Any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against the entities that are expressly named as Parties hereto, including Persons that become Parties hereto after the date hereof or that agree in writing to be bound by the terms of this Agreement, (the “Contract Parties”) and then only with respect to the specific obligations of such Party and subject to the terms, conditions and limitations set forth herein or therein. No Person other than the Contract Parties, including no current or former member, general or limited partner, stockholder, unitholder, Affiliate or Representative of any Contract Party, nor any member, general or limited partner, stockholder, unitholder, Affiliate or Representative of any of the foregoing, shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute, or pursuant to any other theory of liability) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or their respective negotiation, execution, performance, or breach; and, to the maximum extent permitted by law, each of the Contract Parties hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such third Person.

Section 6.15 Further Assurances. From the date hereof until the Closing, without further consideration, the Company and the Seller shall use their respective reasonable best efforts to take, or cause to be taken, all actions necessary, appropriate or advisable to consummate the transactions contemplated by this Agreement and any and all other agreements or instruments executed and delivered to the Seller by the Company hereunder or thereunder, as applicable, including the Company (a) obtaining any consents of any third parties required to permit the consummation of the transactions contemplated hereby and (b) taking all action reasonably necessary (excluding the payment of any amount or agreeing to any additional obligations not contemplated by the terms of the Support Agreement (as defined below)) to obtain the consents under that certain Consent Support Agreement, dated August 4, 2025 (the “Support Agreement”), by and among FOAEC, Finance of America Funding LLC, Finance of America Holdings LLC, Incenter LLC, Finance of America Mortgage LLC, Finance of America Reverse LLC, MM Risk Retention LLC and the Consenting Noteholders (as defined therein) thereto to the extent necessary to permit the consummation of the transactions contemplated hereby.

16

ARTICLE VII

TERMINATION

Section 7.1 Termination. This Agreement may be terminated at any time prior to Closing:

(a) by mutual written consent of the Company and the Seller;

(b) by the Seller if the Closing has not occurred prior to December 6, 2025 (the “Initial Outside Date”);

(c) by either the Company or the Seller if the Closing has not occurred prior to February 28, 2026 (the “Extended Outside Date”), provided that a Party may not exercise its termination right pursuant to this Section 7.1(c) if as of such termination such Party is in breach of this Agreement and such breach has been the proximate cause of the failure of the Closing to occur prior to such Extended Outside Date;

(d) by either the Company or Seller, if any Governmental Entity with lawful jurisdiction shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action is or shall have become final and non-appealable;

(e) by notice given by the Company to the Seller if there have been one or more inaccuracies in or breaches of one or more representations, warranties, covenants or agreements made by the Seller in this Agreement such that the conditions in Section 5.2(a) or 5.2(a) would not be satisfied and, if capable of being cured, which have not been cured by the Seller thirty (30) days after receipt by the Seller of written notice from the Company requesting such inaccuracies or breaches to be cured; provided, however, that the Company is not then in breach of any of its obligations hereunder;

(f) by notice given by the Seller to the Company, if there have been one or more inaccuracies in or breaches of one or more representations, warranties, covenants or agreements made by the Company in this Agreement such that the conditions in Section 5.1(a) or 5.1(b) would not be satisfied and, if capable of being cured, which have not been cured by the Company within thirty (30) days after receipt by the Company of written notice from the Seller requesting such inaccuracies or breaches to be cured; provided, however, that the Seller is not then in breach of any of its obligations hereunder; or

(g) by notice given by the Seller to the Company, if the Revolving Working Capital Promissory Notes are not repaid in full by 5:00 p. m. Eastern Time on August 5, 2025.

17

Section 7.2 Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 7.1, neither Party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such Party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any Fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Seller (in the aggregate), on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the Parties, in each case, except (i) as set forth in the preceding sentence and (ii) that the provisions of Section 6.2 to 6.4 (Counterparts, Governing Law, Entire Agreement) and Section 6.6 through Section 6.14 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance, Public Announcement, Non-Recourse) shall survive the termination of this Agreement.

(Signature page follows)

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The Parties have caused this Agreement to be executed as of the date first written above.

[Signature Page to Repurchase Agreement]

[Signature Page to Repurchase Agreement]

[Signature Page to Repurchase Agreement]

[Signature Page to Repurchase Agreement]

[Signature Page to Repurchase Agreement]

[Signature Page to Repurchase Agreement]

EXHIBIT A

DEFINED TERMS

1. The following capitalized terms have the meanings indicated:

“Action” means any action, claim, complaint, suit, arbitration, investigation, hearing or other proceeding, whether civil or criminal, at Law or in equity, brought, conducted or heard before, or otherwise involving, any Governmental Entity.

“Affiliate” of any Person means any Person, directly or indirectly, Controlling, Controlled by or under common Control with such Person; provided, however, that (i) the Company and its Subsidiaries, on the one hand, and the Seller or any of its Affiliates, on the other hand, shall not be deemed to be Affiliates, (ii) “portfolio companies” (as such term is customarily used among institutional investors) in which the Seller or any of its Affiliates has an investment (whether as debt or equity) shall not be deemed an Affiliate of such Seller and (iii) Blackstone Inc. and its Affiliates, other than the Seller, operating businesses distinct from the Tactical Opportunities business of Blackstone Inc. shall not be deemed to be Affiliates of the Seller, the Company or any of the Company’s Subsidiaries.

“Board of Directors” means FOA’s board of directors.

“Business Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Class A Common Stock” means the Class A Common Stock, par value $0.0001 per share, of FOA.

“Class B Common Stock” means the Class B Common Stock, par value $0.0001 per share, of FOA.

“Common Stock” means, collectively, the Class A Common Stock and the Class B Common Stock.

“Control” (including its correlative meanings “under common Control with” and “Controlled by”) means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities or partnership or other interests, by contract or otherwise.

“Earnout Right” means the right to receive a share of Class A Common Stock or FOAEC Unit pursuant to Section 3.04 of the Transaction Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FOAEC” means has the meaning set forth in the preamble.

“FOAEC Units” means Class A Units of FOAEC.

A-1

“Fraud” means knowing and intentional fraud with respect to the making of the representations and warranties expressly set forth in this Agreement or any certificate delivered in connection herewith.

“GAAP” means generally accepted accounting principles as in effect in the United States, consistently applied.

“Governing Documents” means, collectively, (i) the Amended and Restated Certificate of Incorporation of FOA, as the same may be further amended or restated, (ii) the Amended and Restated Bylaws of FOA, as the same may be further amended or restated, (iii) the Certificate of Formation of FOAEC, as the same may be further amended or restated, (iv) the FOA Stockholders Agreement and (v) the Amended and Restated Limited Liability Company Agreement of FOAEC, as the same may be further amended or restated.

“Governmental Entity” means any supranational, national, state, municipal, local or foreign government, any court, tribunal, arbitrator, administrative agency, commission, stock exchange or other governmental official, authority or instrumentality (including any legislature, commission, regulatory administrative authority, governmental agency, bureau, branch or department).

“Law” means any order, law, statute, regulation, rule (including interpretive rules), ordinance, writ, injunction, directive, judgment, decree, principle of common law, constitution or treaty enacted, promulgated, issued, enforced or entered by, or any stipulation or requirement of, or binding agreement with, any Governmental Entity, as in effect at the applicable time.

“Lien” means any lien, encumbrance, claim, adverse ownership interest, security interest, pledge, mortgage, hypothecation, charge, restriction on transfer of title or other similar encumbrance, except for any restrictions arising under any applicable securities Laws.

“Material Adverse Effect” means, with respect to a party hereto, any event, change, development, circumstance, condition, state of facts or occurrence that individually or in the aggregate is, or would reasonably be expected to be, materially adverse to the ability of such party to perform its obligations or consummate the transactions contemplated hereby by the Closing Date (or on a timely basis to the extent such obligations require performance after the Closing Date).

“Person” means an individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or a government or other agency or political subdivision thereof.

“Representatives” means a Persons’ Affiliates, employees, agents, consultants, accountants, attorneys or financial advisors.

“SEC” means the Securities and Exchange Commission.

“SEC Documents” means all reports, schedules, registration statements, proxy statements and other documents (including all amendments, exhibits and schedules thereto) filed or furnished by the Company with the SEC prior to the Closing Date.

A-2

“Securities Act” means the Securities Act of 1933, as amended.

“Solvent” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“FOA Stockholders Agreement” means that certain Stockholders Agreement, dated April 1, 2021, by and among FOA, the Seller and Blackstone Tactical Opportunities Fund (Urban Feeder) – NQ L.P., Libman Family Holdings LLC and The Mortgage Opportunity Group LLC, as the same may be further amended or restated.

“Subsidiary” means, when used with reference to a party, any corporation or other organization, whether incorporated or unincorporated, of which such party or any other Subsidiary of such party is a general partner or serves in a similar capacity, or, with respect to such corporation or other organization, at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries.

“Transaction Agreement” means that certain Transaction Agreement, dated as of October 12, 2020, by and among Replay Acquisition Corp., the Company, RPLY Merger Sub LLC, RPLY BLKR Merger Sub LLC, Blackstone Tactical Opportunities Fund (Urban Feeder) – NQ L.P., Blackstone Tactical Opportunities Associates – NQ L.L.C., FOAEC, BTO Urban Holdings L.L.C., Blackstone Family Tactical Opportunities Investment Partnership – NQ – ESC L.P., Libman Family Holdings LLC, The Mortgage Opportunity Group LLC, L and TF, LLC, UFG Management Holdings LLC, and Joe Cayre, as may be amended, supplemented or modified from time to time (including by that certain Letter Agreement, dated April 5, 2021, by and among the Seller Representatives identified therein, Replay Acquisition LLC, and Finance of America Equity Capital LLC).

“Revolving Working Capital Promissory Notes” means that (i) that certain Revolving Working Capital Promissory Note, dated June 14, 2019 (as amended, restated and/or modified and in effect from time to time, the “BX Promissory Note”) by and between FOAEC and BTO Urban Holdings L.L.C., and (ii) that certain Revolving Working Capital Promissory Note, dated June 14, 2019 (as amended, restated and/or modified and in effect from time to time, the “LFH Promissory Note”) by and between FOAEC and Libman Family Holdings, LLC.

A-3

2. The following terms are defined in the Sections of the Agreement indicated:

A-4

Exhibit 10.2

FORM OF CONVERTIBLE NOTE PURCHASE AGREEMENT

BY AND BETWEEN

FINANCE OF AMERICA COMPANIES INC.

AND

THE PURCHASER ENTITIES LISTED ON SCHEDULE A HERETO

Dated as of August 4, 2025

TABLE OF CONTENTS

Page

i

EXHIBITS

Exhibit A – Definitions

SCHEDULES

Schedule A - List of Purchaser Entities

ANNEXES

Annex A – Form of Unsecured Convertible Promissory Note

ii

CONVERTIBLE NOTE PURCHASE AGREEMENT

This CONVERTIBLE NOTE PURCHASE AGREEMENT dated as of August 4, 2025 (this “Agreement”) is by and between Finance of America Companies Inc., a Delaware corporation (the “Company”), and the Purchaser Entities listed on Schedule A (each, a “Purchaser Entity”, and, collectively, the “Purchaser”). Capitalized terms used but not defined herein have the meanings assigned to them in Exhibit A.

RECITALS

WHEREAS, Purchaser desires to purchase from the Company, and the Company desires to issue, sell, transfer and deliver to the Purchaser, the Purchased Notes (as defined below) in consideration of the payment of the Purchase Price (as defined below) by or on behalf of the Purchaser to the Company, on the terms and subject to the conditions set forth herein;

WHEREAS, contemporaneously with the execution of this Agreement, the Company is entering into a Convertible Note Purchase Agreement (as amended, supplemented or otherwise modified from time to time, the “Other Convertible Note Purchase Agreement”) with [  ] and [  ], (collectively, the “Other Purchaser”), pursuant to which, on the terms and subject to the conditions set forth therein, the Other Purchaser will purchase from the Company, and the Company will issue, sell, transfer and deliver to the Other Purchaser, a series of unsecured convertible promissory notes, in the form attached hereto as Annex A (the “Notes”), with an aggregate principal amount of $40.0 million in consideration of the payment by or on behalf of the Purchaser of an aggregate purchase price of $[  ] by or on behalf of the Other Purchaser to the Company;

WHEREAS, the Board of Directors, based on the recommendation of the Audit Committee, has (i) determined that the transactions contemplated by this Agreement are in the best interests of the Company and its stockholders, and (ii) approved and declared advisable the execution, delivery and performance of this Agreement and the Other Convertible Note Purchase Agreement and the consummation of the transactions contemplated herein and therein.

WHEREAS, substantially contemporaneously with the execution of this Agreement, the Company is entering into a repurchase agreement (the “Repurchase Agreement”) with certain funds affiliated with Blackstone Inc. (collectively, “Blackstone”) and FOAEC to repurchase all equity of the Company and FOAEC held by Blackstone.

In consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE OF PURCHASED NOTES

Section 1.1 Purchase and Sale. On the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, the Purchaser Entities shall purchase, and the Company shall issue, sell, transfer and deliver to the Purchaser Entities, a series of unsecured convertible promissory notes, in the form attached hereto as Annex A, with an aggregate principal amount of $[   ] (the “Purchased Notes”) in consideration of the payment by or on behalf of the Purchaser of an aggregate purchase price of $[  ] (the “Purchase Price”), based on the allocations set forth on Schedule A.

Section 1.2 Closing.

(a) On the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, the closing of the issuance, sale, purchase, transfer and delivery of the Purchased Notes (the “Closing”) shall take place on 10:00 a.m. New York City time on August 4, 2025 (the “Closing Date”) remotely via the exchange of final documents and signature pages (or such other date, time and place as is mutually agreed to by the Company and the Purchaser), and upon confirmation that all of the conditions set forth in Article V have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction or waiver of those conditions at the Closing).

(b) At the Closing, upon receipt by the Company of payment of the Purchase Price by or on behalf of the Purchaser to the Company by wire transfer of immediately available funds to an account designated in writing by the Company, the Company will deliver to the Purchaser evidence reasonably satisfactory to the Purchaser of the issuance of the Purchased Notes in the name of the Purchaser (or its nominee).

(c) At the Closing, each Purchaser Entity shall deliver to the Company a duly executed, valid, accurate and properly completed Internal Revenue Service (“IRS”) Form W-9 certifying that the Purchaser is a U.S. person or a duly executed, valid, accurate and properly completed Internal Revenue Service Form W-8IMY with accompanying IRS Form W-9s indicating it is wholly owned by “United States persons” and completely exempt from withholding.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Purchaser as of date hereof and as of the Closing Date (except to the extent made only as of a specified date in which case as of such date), that, except as set forth in the SEC Documents filed by the Company with the SEC, and publicly available, prior to the date hereof (other than any disclosures set forth in the “Risk Factors” or “Forward-Looking Statements” sections or similarly captioned sections of any such filings (it being acknowledged that nothing disclosed in the SEC Documents shall be deemed to qualify or modify the representations and warranties set forth in Sections 2.3, 2.5, 2.8 and 2.9)):

Section 2.1 SEC Filings. The Company’s Annual Report on Form 10-K for the year ended December 31, 2024, when read together with all of the Company’s other filings with the Securities and Exchange Commission since January 1, 2025 to the date hereof, does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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Section 2.2 Organization and Power. The Company and each of its Subsidiaries is a corporation, limited liability company, partnership or other entity validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation (as applicable) and has all requisite corporate, limited liability company, partnership or other entity power and authority to own or lease its assets, rights and properties and to carry on its business as presently conducted and as presently proposed to be conducted. The Company and each of its Subsidiaries is duly licensed or qualified to do business as a foreign corporation, limited liability company, partnership or other entity in each jurisdiction wherein the character of its assets, rights or property or the nature of the activities presently conducted by it, makes such qualification necessary, except where the failure to so qualify has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. True, correct and complete copies of the Company’s governing documents are included in the SEC Documents.

Section 2.3 Authorization; No Conflicts.

(a) The Company has all necessary corporate power and authority and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the due authorization, issuance, sale, transfer and delivery of the Purchased Notes. This Agreement has been duly executed and delivered by the Company. Assuming due execution and delivery thereof by the Purchaser, this Agreement is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable Laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Purchased Notes have been duly authorized by the Company, and when delivered to and paid for by the Purchaser, will have been duly executed and delivered by the Company and will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by applicable Laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(b) Assuming that each of the consents, approvals, authorizations and filings contemplated by Section 2.4 have been obtained or made, as applicable, the authorization, execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Purchased Notes, does not and will not: (i) violate or result in the breach of any provision of the Certificate of Incorporation or Bylaws of the Company; or (ii) in each case except to the extent that such violation or result has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (A) (i) violate or result in the breach of any provision of the organizational documents of any of the Company’s Subsidiaries, (B) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Company or any of its Subsidiaries or any mortgage, loan or credit agreement, indenture, bond, note, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to

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which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract; (C) violate any provision of, constitute a breach of, or default under, any Laws applicable to the Company or any of its Subsidiaries; or (D) result in the creation of any lien upon any assets, rights or properties of the Company or any of its Subsidiaries or the suspension, revocation or forfeiture of any franchise, permit or license granted by a Governmental Entity to the Company or any of its Subsidiaries, other than liens under federal or state securities Laws or liens created by Purchaser.

Section 2.4 Government Approvals. No consent, approval or authorization of, or filing with, any Governmental Entity is or will be required on the part of the Company in connection with the execution, delivery and performance by the Company of this Agreement, including the issuance of the Purchased Notes, except for any consents, approvals, authorizations or filings: (a) required under the rules and regulations of the NYSE, (b) required under the Exchange Act and the Securities Act, (c) to comply with state securities of “blue-sky” Laws or (d) required to list the shares of the Class A Common Stock underlying the Purchased Notes with the NYSE.

Section 2.5 Authorized and Outstanding Stock; Subsidiaries.

(a) The authorized capital stock of the Company consists of 6,000,000,000 shares of Class A Common Stock, 1,000,000 shares of Class B Common Stock and 600,000,000 shares of Preferred Stock (collectively, the “Common Stock”).

(b) As of the close of business on August 1, 2025 (the “Capitalization Date”), there were (i) 11,079,270 shares of Class A Common Stock issued and outstanding, 425,850 unvested shares of Class A Common Stock that are subject to vesting and forfeiture and 24,516,883 shares of Class A Common Stock reserved for issuance upon the exchange of FOAEC Units in accordance with the Exchange Agreement, pursuant to the Transaction Agreement, the settlement of Restricted Stock Units, the exercise of warrants to purchase shares of Class A Common Stock or options exercisable for FOAEC Units and the exchange of the 10.000% Exchangeable Senior Secured Notes due 2029, issued by Finance of America Funding LLC, (ii) 14 shares of Class B Common Stock issued and outstanding, and (iii) no shares of Preferred Stock issued and outstanding. Except as set forth in the foregoing sentence, there are no outstanding securities of the Company convertible into or exercisable or exchangeable for shares of capital stock of, or other equity or voting interests of any character in, the Company. Since the Capitalization Date through the date hereof, except for shares of Class A Common Stock issued upon the settlement of Restricted Stock Units and shares of Common Stock to be issued upon conversion of the Notes issued pursuant to Other Convertible Note Purchase Agreement, no shares of Common Stock have been authorized, issued, redeemed, repurchased or otherwise sold or acquired by the Company.

(c) All of the issued and outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and non-assessable. The Purchased Notes have been duly authorized and the shares of Class A Common Stock underlying the Purchased Notes have been duly authorized and reserved for issuance and, when issued and sold in exchange for receipt of consideration therefor in accordance with the terms hereof, will be duly authorized, validly issued and fully paid and non-assessable. No Purchased Notes, or the shares of Class A

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Common Stock underlying such Purchased Notes, has been, and none of the Purchased Notes or underlying shares of Class A Common Stock, will be, issued in violation of any preemptive right arising by operation of Laws, under the Certificate of Incorporation, the Bylaws or any contract, or otherwise. None of the Purchased Notes will be, when issued, subject to any restrictions on transfer under applicable Laws or any contract to which the Company is a party, other than, in the case of restrictions on transfer, those under applicable state and federal securities Laws. When issued in accordance with the terms hereof, the Purchased Notes will be free and clear of all liens (other than liens incurred by Purchaser or its Affiliates and restrictions arising under applicable securities Laws).

(d) Other than pursuant to the Other Convertible Note Purchase Agreement, the Incentive Plan or the LTIP, there are no: (i) subscription, warrant, option, convertible security or other rights, commitments, agreements, arrangements to purchase or acquire any shares of capital stock of the Company authorized or outstanding issued by the Company or pursuant to any other obligation of the Company; (ii) commitments, agreements, arrangements or obligations of the Company to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute capital stock of, or other equity or voting interest (or voting debt) in, the Company; (iii) obligations of the Company to purchase, redeem or otherwise acquire any shares of the Company’s capital stock or to pay dividends or make any other distributions in respect thereof; (iv) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests (or voting debt) in, the Company; (v) shares of capital stock outstanding, or other equity or voting interests of any character in, the Company as of the Closing Date other than shares that have become outstanding after the Capitalization Date, which were reserved for issuance as of the Capitalization Date, as set forth in Section 2.5(b) pursuant to the settlement, after the Capitalization Date, of Restricted Stock Units; (vi) agreements, arrangements or commitments between the Company and any Person relating to the acquisition, disposition or voting of the capital stock of, or other equity or voting interest (or voting debt) in, the Company; and (vii) preemptive rights, whether arising by operation of Law, under the Certificate of Incorporation, the Bylaws or any contract, or otherwise, with respect to the issuance of any capital stock of the Company.

(e) Other than those Subsidiaries that, considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X promulgated under the Securities Act), the Company’s Subsidiaries consist solely of all the entities listed on Exhibit 21.1 to the Company’s Form 10-K for the year ended December 31, 2024. The Company, directly or indirectly, owns of record and beneficially, free and clear of all liens, all of the issued and outstanding capital stock or equity interests of each of its Subsidiaries, except FOAEC, in which it owns, directly or indirectly, 11,079,270 FOAEC Units as of the Capitalization Date. All of the issued and outstanding capital stock or equity interests of the Company’s Subsidiaries has been duly authorized and validly issued, were not issued in violation of any preemptive right, right of first refusal or similar right, and in the case of corporations, is fully paid and non-assessable. Except as described in the SEC Documents, there are no outstanding rights, options, warrants, preemptive rights, conversion rights, rights of first refusal or similar rights for the purchase or acquisition from any of the Company’s Subsidiaries of any securities of such Subsidiaries nor are there any commitments to issue or execute any such rights, options, warrants, preemptive rights, conversion rights or rights of first refusal.

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Section 2.6 Private Placement. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Article III, the offer and sale of the Purchased Notes pursuant to this Agreement will be exempt from the registration requirements of the Securities Act. Without limiting the foregoing, neither the Company nor, to the knowledge of the Company, any other Person authorized by the Company to act on its behalf, has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sales of the Purchased Notes, and neither the Company nor, to the knowledge of the Company, any Person acting on its behalf has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of Purchased Notes under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or steps that would cause the offering or issuance of Purchased Notes under this Agreement to be integrated with other offerings by the Company.

Section 2.7 Investment Company Act. The Company is not required to register as, and, immediately after giving effect to the sale of the Purchased Notes in accordance with this Agreement and the application of the proceeds as described in this Agreement, will not be required to be registered as, an “investment company,” as that term is defined in the Investment Company Act.

Section 2.8 NYSE. The Class A Common Stock is listed on the NYSE, and no event has occurred, and the Company is not aware of any event that is reasonably likely to occur, that would result in the Class A Common Stock being delisted from the NYSE. The Company is in compliance in all material respects with the listing and listing maintenance requirements of the NYSE applicable to it for the continued trading of its Class A Common Stock on the NYSE.

Section 2.9 No Brokers or Finders. No Person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or claim against or upon the Company or any of its Subsidiaries for any commission, fee or other compensation as a finder or broker because of any act of the Company or any of its Subsidiaries.

Section 2.10 Taxes. The Company and each of its Subsidiaries has filed all federal, state and other tax returns and reports required to be filed by it, and has paid all taxes, assessments, fees and other governmental charges levied or imposed upon it or its properties, income or assets except any such taxes being contested in good faith and by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or where the failure to effect such payment or discharge is not adverse in any material respect to the Holders.

Section 2.11 No Additional Representations. Except for the representations and warranties made by the Company in this Article II and in any certificate delivered to the Purchaser in connection with this Agreement, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or any Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Company hereby disclaims any such other representations or warranties. In

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particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to the Purchaser, or any of its Affiliates or representatives, with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective business, or (b) any oral or written information presented to the Purchaser or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby, or the accuracy or completeness thereof. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Purchaser and its Affiliates to rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement and in any certificate delivered to the Purchaser as may be required by this Agreement, nor will anything in this Agreement operate to limit any claim by any Purchaser or any of its respective Affiliates for Fraud.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Company as of the date hereof and as of the Closing Date (except to the extent made only as of a specified date in which case as of such date) that:

Section 3.1 Organization and Power. Each Purchaser Entity is duly formed or incorporated, validly existing and in good standing under the Laws of the jurisdiction of its formation or incorporation and has all necessary power and authority to own its properties and to carry on its business as presently conducted.

Section 3.2 Authorization, Etc. The Purchaser has all necessary power and authority and has taken all necessary entity action required for the due authorization, execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby. The authorization, execution, delivery and performance by the Purchaser of this Agreement, and the consummation by the Purchaser of the transactions contemplated hereby, does not and will not: (a) violate or result in the breach of any provision of the organizational documents of the Purchaser; or (b) with such exceptions that are not reasonably likely to have, individually or in the aggregate, a material adverse effect on its ability to perform its obligations under this Agreement: (i) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Purchaser or any material contract to which the Purchaser is a party; or (ii) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local Laws. This Agreement has been duly executed and delivered by the Purchaser. Assuming due execution and delivery thereof by the Company, this Agreement will be a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as the enforceability may be limited by applicable Laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and except as the enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

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Section 3.3 Government Approvals. No consent, approval, license or authorization of, or filing with, any Governmental Entity is or will be required on the part of the Purchaser in connection with the execution, delivery and performance by the Purchaser of this Agreement, except for: (a) those which have already been made or granted; (b) the filing with the SEC under Section 13(d), Section 13(g) or Section 16 of the Exchange Act, if and as applicable and (c) those where the failure to obtain such consent, approval or license would not have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder.

Section 3.4 Investment Representations.

(a) The Purchaser is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

(b) The Purchaser has been advised by the Company that the Purchased Notes have not been registered under the Securities Act, that the Purchased Notes will be issued on the basis of the statutory exemption provided by Section 4(a)(2) under the Securities Act (including if applicable pursuant to the safe harbor under Regulation D promulgated under the Securities Act), relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities Laws, that this transaction has not been reviewed by, passed on or submitted to any federal or state agency or self-regulatory organization where an exemption is being relied upon, and that the Company’s reliance thereon is based in part upon the representations made by the Purchaser in this Agreement. The Purchaser acknowledges that it has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of securities.

(c) The Purchaser is purchasing the Purchased Notes for its own account and not with a view to, or for sale in connection with, any distribution thereof in violation of federal or state securities Laws.

(d) By reason of its business or financial experience, the Purchaser has the capacity to protect its own interest in connection with the transactions contemplated hereunder.

(e) The Company has provided to the Purchaser documents and information that the Purchaser has requested relating to an investment in the Company. The Purchaser recognizes that investing in the Company involves substantial risks, and has taken full cognizance of and understands all of the risk factors related to the acquisition of the Purchased Notes. The Purchaser has carefully considered and has discussed with the Purchaser’s professional legal, tax and financial advisers the suitability of an investment in the Company, and the Purchaser has determined that the acquisition of the Purchased Notes is a suitable investment for the Purchaser. The Purchaser has not relied on the Company for any tax or legal advice in connection with the purchase of the Purchased Notes. In evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representations or other information (other than the representations and warranties of the Company set forth in Article II).

Section 3.5 No Brokers or Finders. No Person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or claim against or upon the Company or any of its Subsidiaries for any commission, fee or other compensation as a finder or broker because of any act by the Purchaser and for which the Company will be liable.

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Section 3.6 Financial Capability. The Purchaser will have access to available funds necessary to pay the Purchase Price on the terms and conditions contemplated by this Agreement.

Section 3.7 No Additional Representations. The Purchaser acknowledges and agrees, on behalf of itself and its Affiliates, that, except for the representations and warranties contained in Article II and in any certificate delivered by the Company in connection with this Agreement, neither the Company nor any other Person, makes any express or implied representation or warranty with respect to the Company, its Subsidiaries or their respective businesses, operations, assets, liabilities, employees, employee benefit plans, conditions or prospects, and the Purchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon any such other representations or warranties. In particular, without limiting the foregoing disclaimer, the Purchaser acknowledges and agrees, on behalf of itself and its Affiliates, that neither the Company nor any other Person, makes or has made any representation or warranty with respect to, and the Purchaser, on behalf of itself and its Affiliates, hereby disclaims reliance upon (a) any financial projection, forecast, estimate, budget or prospect information relating to the Company, its Subsidiaries or their respective business, or (b) without limiting the representations and warranties made by the Company in Article II, any information presented to the Purchaser or any of its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated hereby, or the accuracy or completeness thereof. To the fullest extent permitted by applicable Laws, without limiting the representations and warranties contained in Article II, other than in the case of Fraud, neither the Company nor any of its Subsidiaries or any other Person shall have any liability to any Purchaser or its Affiliates or representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any other representation or warranty, either express or implied, included in any information or statements (or any omissions therefrom) provided or made available by the Company or its Subsidiaries or representatives to the Purchaser or its Affiliates or representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement.

ARTICLE IV

COVENANTS OF THE PARTIES

Section 4.1 Restrictive Legends.

Each certificate representing Purchased Notes shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities Laws):

“THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY JURISDICTION. THIS NOTE AND

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THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER APPLICABLE SECURITIES LAWS AND IF APPLICABLE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH APPLICABLE SECURITIES LAWS.”

Section 4.2 NYSE Listing. The Company shall apply to cause the shares of Class A Common Stock that may be received upon conversion of the Purchased Notes to be approved for listing on the NYSE, substantially contemporaneously with Closing, subject to official notice of issuance. The Company shall use its reasonable best efforts to maintain the listing of the Class A Common Stock upon each national securities exchange and automated quotation system, if any, upon which shares of Class A Common Stock are then listed and shall maintain, so long as any other shares of Class A Common Stock shall be so listed, such listing of the Class A Common Stock. The Company shall pay all fees and expenses in connection with satisfying the obligations under this Section 4.2.

Section 4.3 DTC. The Company covenants and agrees to use commercially reasonable efforts to make the Notes eligible for deposit with Depository Trust Company (DTC) as soon as reasonably practicable following the issuance of the Purchased Notes. In this connection, each Purchaser agrees to execute such agreements, documents, instructions and instruments and take such actions as the Company may reasonably request in connection with this Section 4.3. The Company shall pay all fees and expenses in connection with satisfying the obligations under this Section 4.3.

Section 4.4 Taxes. The Company shall pay or discharge, and shall cause each of its Subsidiaries to pay or discharge, prior to delinquency, all taxes, lawful assessments, and governmental levies except such as are being contested in good faith and by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or where the failure to effect such payment or discharge is not adverse in any material respect to the Purchasers.

ARTICLE V

CONDITIONS TO THE PARTIES’ OBLIGATIONS

Section 5.1 Conditions of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby to be consummated at the Closing are subject to the satisfaction or written waiver (to the extent any such waiver is permitted by applicable Law) by the Purchaser, on or prior to the Closing Date, of each of the following conditions precedent:

(a) Representations and Warranties. (i) Each of the representations and warranties of the Company contained in Article II of this Agreement (other than Section 2.2 (Organization and Power), 2.3(a) (Authorization), 2.5(a) and (b)

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(Authorized and Outstanding Stock), 2.6 (Private Placement), 2.7 (NYSE) and 2.9 (No Brokers or Finders) of this Agreement) shall be true and correct as of the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct as of such date or time), except where the failure of such representations and warranties to be so true and correct, without giving effect to any qualification or limitation as to “materiality,” “material adverse effect” or similar qualifier set forth therein, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) each of the representations and warranties of the Company contained in Section 2.2 (Organization and Power), 2.3(a) (Authorization), 2.5(a) and (b) (Authorized and Outstanding Stock), 2.6 (Private Placement), 2.7 (NYSE) and 2.9 (No Brokers or Finders) of this Agreement shall be true and correct in all material respects on the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct in all material respects as of such date or time).

(b) Covenants. The Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing.

(c) No Order. There shall be no injunction, order or decree of any nature of any Governmental Entity in effect that restrains, prohibits or makes illegal the consummation of the transactions contemplated hereby.

(d) Other Convertible Note Purchase Agreement. The transactions contemplated by the Other Convertible Note Purchase Agreement shall have been consummated or shall be consummated substantially simultaneously with the Closing in accordance with the Other Convertible Note Purchase Agreement in effect as of the date hereof, with no amendments thereto other than those amendments which have been made, mutatis mutandis, to this Agreement.

(e) Repurchase Agreement. The Company shall have entered into the Repurchase Agreement.

(f) Legal Opinion. The Purchaser shall have received an opinion of Simpson Thacher & Bartlett LLP in form reasonably satisfactory to the Purchaser.

Section 5.2 Conditions of the Company. The obligations of the Company to consummate the transactions contemplated hereby are subject to the satisfaction or written waiver (to the extent any such waiver is permitted by applicable Law) by the Purchaser, on or prior to the Closing Date, of each of the following conditions precedent:

(a) Representations and Warranties. Each of the representations and warranties of the Purchaser contained in Article III of this Agreement shall be true and correct on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which need only be true and correct as of such date or time), except where the failure of such representations and warranties to be so true and correct, without giving effect to any qualification or limitation as to “materiality,” “Material Adverse Effect” or similar qualifier set forth therein, has not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement.

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(b) Covenants. The Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Purchaser at or prior to the Closing.

(c) No Order. There shall be no injunction, order or decree of any nature of any Governmental Entity in effect that restrains, prohibits or makes illegal the consummation of the transactions contemplated hereby.

(d) Repurchase Agreement. After the employment of reasonable efforts to enter into the same, the Company shall have entered into the Repurchase Agreement.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Non-Survival. Except for the representations and warranties of the Company contained in Sections 2.1 (Organization and Power), 2.2(a) (Authorization), 2.4(a) and (b) (Authorized and Outstanding Stock), 2.5 (Private Placement) and 2.8 (No Brokers and Finders), which shall survive indefinitely, following the Closing, none of the representations and warranties contained in Article II and Article III hereof shall survive; provided that nothing herein shall relieve any party of liability for any inaccuracy or breach of such representations and warranties in the case of Fraud. No covenants and agreements of the parties contained herein shall survive the Closing except for any covenants that, by their terms, require performance (in whole or in part) after the Closing, in which case such covenants shall survive in accordance with their terms.

Section 6.2 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and will become effective when one or more counterparts have been signed by a party and delivered to the other parties. Copies of executed counterparts of signature pages to this Agreement may be transmitted by PDF (portable document format) or facsimile and such PDFs or facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

Section 6.3 Governing Law.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(b) Any dispute relating hereto shall be heard in the Court of Chancery of the State of Delaware, and, if applicable, in any state or federal court located in The City of New York and County of New York (each a “Chosen Court” and collectively, the “Chosen Courts”), and the parties hereto agree to the exclusive jurisdiction and venue of the Chosen Courts. Such Persons further agree that any proceeding seeking to enforce any provision of, or based on

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any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby or by any matters related to the foregoing (the “Applicable Matters”) shall be brought exclusively in a Chosen Court, and that any proceeding arising out of this Agreement or any other Applicable Matter shall be deemed to have arisen from a transaction of business in the State of New York and each of the foregoing Persons hereby irrevocably consents to the jurisdiction of such Chosen Courts in any such proceeding and irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that such Person may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such Chosen Court or that any such proceeding brought in any such Chosen Court has been brought in an inconvenient forum.

(c) Such Persons further covenant not to bring a proceeding with respect to the Applicable Matters (or that could affect any Applicable Matter) other than in such Chosen Court and not to challenge or enforce in another jurisdiction a judgment of such Chosen Court.

(d) Process in any such proceeding may be served on any Person with respect to such Applicable Matters anywhere in the world, whether within or without the jurisdiction of any such Chosen Court. Without limiting the foregoing, each such Person agrees that service of process on such party as provided in Section 6.6 shall be deemed effective service of process on such Person.

(e) Waiver of Jury Trial. EACH PARTY HERETO, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Section 6.4 Entire Agreement; No Third Party Beneficiary. This Agreement contains the entire agreement by and among the parties with respect to the subject matter hereof and all prior negotiations, writings and understandings relating to the subject matter of this Agreement. This Agreement is not intended to confer upon any Person not a party hereto (or their successors and permitted assigns) any rights or remedies hereunder.

Section 6.5 Expenses. All fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including accounting and legal fees and excluding any investment banking fees shall be paid by the party incurring such expenses, except that the Company has agreed to reimburse each Purchaser Entity for their documented legal fees.

Section 6.6 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given or made as follows: (a) if sent by registered or certified mail in the United States return receipt requested, upon receipt; (b) if sent by nationally recognized overnight air courier, one (1) Business Day after mailing; (c) if sent by e-mail transmission, with a copy sent on the same day in the manner provided in the foregoing clause (a) or (b), when transmitted and receipt is confirmed; and (d) if otherwise actually personally delivered, when delivered, provided, that such notices, requests,

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demands and other communications are delivered to the address set forth below, or to such other address as any party shall provide by like notice to the other parties to this Agreement:

If to the Company, to:

Finance of America Companies Inc.

5830 Granite Parkway, Suite 400

Plano, Texas 75024

Attention: Graham Fleming

Email:   [****]

with a copy (which shall not constitute notice) to:

Finance of America Companies Inc.

5830 Granite Parkway, Suite 400

Plano, Texas 75024

Attention: General Counsel

Email:   [****]

and

Simpson Thacher & Bartlett LLP

900 G Street NW

Washington, DC 20001

Attention: William R. Golden

Email:   wgolden@stblaw.com

If to Purchaser, to the address set forth on Schedule A attached hereto (or at such other addresses as shall be specified by notice given in accordance with this Section 6.6)

with a copy (which shall not constitute notice) to:

[Counsel]

[Address]

Attention: [  ]

Email: [  ]

Section 6.7 Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by the Purchaser, with respect to any of its rights, interests and obligations under this Agreement in whole or in part except in connection with a transfer of Purchased Notes that complies with Section 14 thereof, whereupon the assignee shall agree in writing to be bound by the provisions of this Agreement, including the rights, interests and obligations so assigned, and such assignee and shall become the Purchaser hereunder. No other assignment of this Agreement or of any rights or obligations hereunder may be made by any party hereto without the prior written consent of the other parties hereto. Any purported assignment or delegation in violation of this Agreement shall be null and void ab initio.

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Section 6.8 Headings. The Section, Article and other headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement.

Section 6.9 Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by each party hereto. Any party hereto may, only by an instrument in writing, waive compliance by any other party or parties hereto with any term or provision hereof on the part of such other party or parties hereto to be performed or complied with. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The waiver by any party hereto of a breach of any term or provision hereof shall not be construed as a waiver of any subsequent breach. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

Section 6.10 Interpretation; Absence of Presumption.

(a) For the purposes hereof: (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits, and Schedules to this Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (iv) the word “or”, “any” or “either” shall not be exclusive. References to a Person are also to its permitted assigns and successors. When calculating the period of time between which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded (and unless, otherwise required by Law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day).

(b) With regard to each and every term and condition of this Agreement and any and all agreements and instruments subject to the terms hereof, the parties hereto understand and agree that the same have or has been mutually negotiated, prepared and drafted, and if at any time the parties hereto desire or are required to interpret or construe any such term or condition or any agreement or instrument subject hereto, no consideration will be given to the issue of which party hereto actually prepared, drafted or requested any term or condition of this Agreement or any agreement or instrument subject hereto.

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Section 6.11 Severability. Any provision hereof that is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof, provided, however, that the parties will attempt in good faith to reform this Agreement in a manner consistent with the intent of any such ineffective provision for the purpose of carrying out such intent.

Section 6.12 Specific Performance. The parties hereto agree that irreparable damage would occur and that a party would not have any adequate remedy at law in the event that any of the provisions of this Agreement are not performed in accordance with their terms or were otherwise breached. Accordingly, each party shall without the necessity of proving the inadequacy of money damages or posting a bond be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms, provisions and covenants contained therein, this being in addition to any other remedy to which they are entitled at law or in equity. Under no circumstances will the Company be permitted or entitled to receive both (a) a grant of specific performance resulting in the consummation of the issuance of the Purchased Notes in exchange for receipt in full by the Company of the Purchase Price therefor, and (b) the payment of monetary damages at any time.

Section 6.13 Non-Recourse. Any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against the entities that are expressly named as parties hereto or thereto, including Persons that become parties hereto after the date hereof or that agree in writing to be bound by the terms of this Agreement, (the “Contract Parties”) and then only with respect to the specific obligations of such party and subject to the terms, conditions and limitations set forth herein or therein. No Person other than the Contract Parties, including no member, partner, stockholder, unitholder, Affiliate or Representative thereof, nor any member, partner, stockholder, unitholder, Affiliate or Representative of any of the foregoing, shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or their respective negotiation, execution, performance, or breach; and, to the maximum extent permitted by law, each of the Contract Parties hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such third Person.

Section 6.14 Further Assurances. From the date hereof until the Closing, without further consideration, the Company and the Purchaser shall use their respective reasonable best efforts to take, or cause to be taken, all actions necessary, appropriate or advisable to consummate the transactions contemplated by this Agreement and any and all other agreements or instruments executed and delivered to the Purchaser by the Company hereunder or thereunder, as applicable.

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ARTICLE VII

TERMINATION

Section 7.1 Termination. This Agreement may be terminated at any time prior to Closing:

(a) by mutual written consent of the Company and the Purchaser;

(b) by either the Company or Purchaser, if any Governmental Entity with lawful jurisdiction shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action is or shall have become final and non-appealable;

(c) by notice given by the Company to the Purchaser if there have been one or more inaccuracies in or breaches of one or more representations, warranties, covenants or agreements made by the Purchaser in this Agreement such that the conditions in Section 5.2(a) or 5.2(b) would not be satisfied and, if capable of being cured, which have not been cured by the Purchaser thirty (30) days after receipt by the Purchaser of written notice from the Company requesting such inaccuracies or breaches to be cured; provided, however, that the Company is not then in breach of any of its obligations hereunder; or

(d) by notice given by the Purchaser to the Company, if there have been one or more inaccuracies in or breaches of one or more representations, warranties, covenants or agreements made by the Company in this Agreement such that the conditions in Section 5.1(a) or 5.1(b) would not be satisfied and, if capable of being cured, which have not been cured by the Company within thirty (30) days after receipt by the Company of written notice from the Purchaser requesting such inaccuracies or breaches to be cured; provided, however, that the Purchaser is not then in breach of any of its obligations hereunder.

Section 7.2 Certain Effects of Termination. In the event that this Agreement is terminated in accordance with Section 7.1, neither party (nor any of its Affiliates) shall have any liability or obligation to the other (or any of its Affiliates) under or in respect of this Agreement, except to the extent of (a) any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination, and (b) any actual and intentional Fraud or intentional or willful breach of this Agreement; provided that, notwithstanding any other provision set forth in this Agreement, neither the Purchaser, on the one hand, nor the Company, on the other hand, shall have any such liability in excess of the Purchase Price. In the event of any such termination, this Agreement shall become void and have no effect, and the transactions contemplated hereby shall be abandoned without further action by the parties, in each case, except (i) as set forth in the preceding sentence and (ii) that the provisions of Section 6.2 to 6.4 (Counterparts, Governing Law, Entire Agreement) and Section 6.6 through Section 6.13 (Notices, Successors and Assigns, Headings, Amendments and Waivers, Interpretations; Absence of Presumption, Severability, Specific Performance, Non-Recourse, Further Assurances) shall survive the termination of this Agreement.

(Signature page follows)

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The parties have caused this Agreement to be executed as of the date first written above.

[Signature Page to Convertible Note Purchase Agreement]

[Signature Page to Convertible Note Purchase Agreement]

[Signature Page to Convertible Note Purchase Agreement]

[Signature Page to Convertible Note Purchase Agreement]

EXHIBIT A

DEFINED TERMS

1. The following capitalized terms have the meanings indicated:

“Affiliate” of any Person means any Person, directly or indirectly, Controlling, Controlled by or under common Control with such Person; provided, however, that (i) the Company and its Subsidiaries, on the one hand, and the Purchaser or any of its Affiliates, on the other hand, shall not be deemed to be Affiliates and (ii) “portfolio companies” (as such term is customarily used among institutional investors) in which the Purchaser or any of its Affiliates has an investment (whether as debt or equity) shall not be deemed an Affiliate of such Purchaser.

“Board of Directors” means the Company’s board of directors.

“Business Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Bylaws” means the Amended and Restated Bylaws of the Company, as the same may be further amended or restated.

“Certificate of Incorporation” means the Company’s Amended and Restated Certificate of Incorporation, as amended, and as the same may be further amended or restated.

“Class A Common Stock” means the Class A Common Stock, par value $0.0001 per share, of the Company.

“Class B Common Stock” means the Class B Common Stock, par value $0.0001 per share, of the Company.

“Control” (including its correlative meanings “under common Control with” and “Controlled by”) means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities or partnership or other interests, by contract or otherwise.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Agreement” means that certain Exchange Agreement, dated as of April 1, 2021, among the Company, FOAEC and the holders of FOAEC Units from time to time, as may be amended, supplemented or otherwise modified from time to time, including as modified by the Equity Matters Agreement, dated as of March 31, 2023, by and among the Company, FOAEC, and American Advisors Group (now known as Bloom Retirement Holdings Inc.).

“FOAEC” means Finance of America Equity Capital LLC, a Delaware limited liability company.

“FOAEC Units” means Class A Units of FOAEC.

A-1

“Fraud” means knowing and intentional fraud with respect to the making of the representations and warranties expressly set forth in this Agreement or any certificate delivered in connection herewith.

“GAAP” means generally accepted accounting principles as in effect in the United States, consistently applied.

“Governmental Entity” means any supranational, national, state, municipal, local or foreign government, any court, tribunal, arbitrator, administrative agency, commission, stock exchange or other governmental official, authority or instrumentality (including any legislature, commission, regulatory administrative authority, governmental agency, bureau, branch or department).

“Incentive Plan” means the Company’s 2021 Omnibus Incentive Plan, as may be amended, supplemented or modified from time to time.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Law” means any order, law, statute, regulation, rule (including interpretive rules), ordinance, writ, injunction, directive, judgment, decree, principle of common law, constitution or treaty enacted, promulgated, issued, enforced or entered by, or any stipulation or requirement of, or binding agreement with, any Governmental Entity, as in effect at the applicable time.

“LTIP” means the Amended and Restated UFG Holdings LLC Management Long-Term Incentive Plan, as may be amended, supplemented or modified from time to time.

“Material Adverse Effect” means, with respect to a party hereto, any event, change, development, circumstance, condition, state of facts or occurrence that individually or in the aggregate is, or would reasonably be expected to be, materially adverse to the ability of such party to perform its obligations or consummate the transactions contemplated hereby by the Closing Date (or on a timely basis to the extent such obligations require performance after the Closing Date).

“NYSE” means the New York Stock Exchange.

“Person” means an individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or a government or other agency or political subdivision thereof.

“Preferred Stock” means the Preferred Stock, par value $0.0001 per share, of the Company.

“representatives” means a Persons’ Affiliates, employees, agents, consultants, accountants, attorneys or financial advisors.

“Restricted Stock Units” has the meaning ascribed thereto in the Incentive Plan.

A-2

“SEC” means the Securities and Exchange Commission.

“SEC Documents” means all reports, schedules, registration statements, proxy statements and other documents (including all amendments, exhibits and schedules thereto) filed or furnished by the Company with the SEC prior to the Closing Date.

“Securities Act” means the Securities Act of 1933, as amended.

“Subsidiary” means, when used with reference to a party, any corporation or other organization, whether incorporated or unincorporated, of which such party or any other Subsidiary of such party is a general partner or serves in a similar capacity, or, with respect to such corporation or other organization, at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries.

“Transaction Agreement” means that certain Transaction Agreement, dated as of October 12, 2020, by and among Replay Acquisition Corp., the Company, RPLY Merger Sub LLC, RPLY BLKR Merger Sub LLC, Blackstone Tactical Opportunities Fund (Urban Feeder) – NQ L.P., Blackstone Tactical Opportunities Associates – NQ L.L.C., FOAEC, BTO Urban Holdings L.L.C., Blackstone Family Tactical Opportunities Investment Partnership – NQ – ESC L.P., Libman Family Holdings LLC, The Mortgage Opportunity Group LLC, L and TF, LLC, UFG Management Holdings LLC, and Joe Cayre, as may be amended, supplemented or modified from time to time.

“Transfer” means any direct or indirect (a) sale, transfer, hypothecation, assignment, gift, bequest or disposition by any other means, whether for value or no value and whether voluntary or involuntary (including, without limitation, by realization upon any lien or by operation of law or by judgment, levy, attachment, garnishment, bankruptcy or other legal or equitable proceedings) or (b) grant of any option, warrant or other right to purchase or the entry into any hedge, swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Class A Common Stock; provided, however, that, notwithstanding anything to the contrary in this Agreement, a Transfer shall not include the direct or indirect transfer of any limited partnership interests or other equity interests in the Purchaser (or any direct or indirect parent entity of Purchaser) (provided that if any transferor or transferee ceases to be controlled (directly or indirectly) by the Person (directly or indirectly) controlling such Person immediately prior to such transfer, such event shall be deemed to constitute a “Transfer”). The term “Transferred” shall have a correlative meaning.

2. The following terms are defined in the Sections of the Agreement indicated:

A-3

Exhibit 10.3

Execution Version

CONSENT SUPPORT AGREEMENT

THIS CONSENT SUPPORT AGREEMENT DOES NOT CONSTITUTE, AND SHALL NOT BE DEEMED, A SOLICITATION WITH RESPECT TO ANY SECURITIES. ANY SUCH SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS. NOTHING CONTAINED IN THIS CONSENT SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES HERETO.

THIS CONSENT SUPPORT AGREEMENT DOES NOT PURPORT TO SUMMARIZE ALL OF THE TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES, AND OTHER AGREEMENTS WITH RESPECT TO THE TRANSACTIONS DESCRIBED IN THIS CONSENT SUPPORT AGREEMENT, WHICH TRANSACTIONS WILL BE SUBJECT TO THE EXECUTION OF THE DEFINITIVE DOCUMENTS INCORPORATING THE TERMS AND CONDITIONS SET FORTH IN THIS CONSENT SUPPORT AGREEMENT AND THE CLOSING OF ANY TRANSACTION SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTS.

This Consent Support Agreement (this “Agreement”), dated as of August 4, 2025, is entered into by and among Finance of America Funding LLC (“FOA Funding”), Finance of America Equity Capital LLC (“FOA Equity Capital”), Finance of America Holdings LLC, Incenter LLC, Finance of America Mortgage LLC, Finance of America Reverse LLC, and MM Risk Retention LLC (collectively, the “Companies”), and each of the undersigned holders of, or the investment advisor, sub-advisor or manager to a beneficial or legal holder or holders of (and in such capacity having the power to direct the voting and disposition of the notes held by such holder(s)) (a) the 7.875% Senior Secured Notes due 2026 (the “Senior Secured Notes”) and (b) the 10.000% Exchangeable Senior Secured Notes due 2029 (the “Exchangeable Notes” and together with the Senior Secured Notes, the “Notes”) (each, a “Consenting Noteholder” and, collectively, together with any other party that joins this Agreement by Joinder, the “Consenting Noteholders” and together with the Companies, the “Parties”).

WHEREAS, FOA Funding issued $195,783,947 aggregate principal amount of the Senior Secured Notes pursuant to that certain Indenture, dated as of October 31, 2024, by and between FOA Funding, as Issuer, FOA Equity Capital, as Parent Guarantor, the subsidiary guarantors thereunder, and U.S. Bank Trust Company, National Association, as trustee and as collateral trustee (as amended and supplemented to the date hereof, the “Secured Notes Indenture”);

WHEREAS, FOA Funding issued $146,793,000 aggregate principal amount of the Exchangeable Notes pursuant to that certain Indenture, dated as of October 31, 2024, by and between FOA Funding, as Issuer, FOA Equity Capital, as Parent Guarantor, the subsidiary guarantors thereunder, and U.S. Bank Trust Company, National Association, as trustee and as collateral trustee (as amended and supplemented to the date hereof, the “Exchangeable Notes Indenture” and together with the Secured Notes Indentures, the “Indentures”);

WHEREAS, in accordance with the terms, and subject to the conditions, set forth in the Supplemental Indenture attached hereto as Exhibit B (the “Secured Notes Supplemental Indenture”) and the Supplemental Indenture attached hereto as Exhibit C (the “Exchangeable Notes Supplemental Indenture”, and together, the “Supplemental Indentures”), the Companies propose to amend and supplement the Secured Notes Indenture and the Exchangeable Notes Indenture (collectively, the “Proposed Amendments”) and the Companies intend to seek the consent of the Consenting Noteholders to the Proposed Amendments (the “Consents”) through a consent solicitation process or a demand and dissent process, in each case through the Depository Trust Company (the “Consent Process”);

WHEREAS, if the Companies receive the requisite consents required to effect the Proposed Amendments, it is contemplated that the Supplemental Indentures will be entered into thereafter and the Proposed Amendments will become operative upon the satisfaction of the conditions set forth in the Supplemental Indentures (the “Effective Date”); and

WHEREAS, the Consenting Noteholders beneficially own, as of the date hereof, the aggregate principal amount of Notes set forth below its name on the signature page hereto (which collectively represents approximately 75.58% of the aggregate principal amount of the Secured Notes and approximately 76.76% of the aggregate principal amount of the Exchangeable Notes), and each Consenting Noteholder is hereby willing to provide the Consents in accordance with the conditions set forth in this Agreement and the Supplemental Indentures.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1. Conditions to Agreement Effectiveness. This Agreement, and the rights and obligations of the Parties hereunder, shall become effective and binding upon each of the Parties immediately upon the first date (such date, the “Agreement Effective Date”) on which (i) counsel to each of the Parties has received duly executed counterpart signature pages to this Agreement from (a) each of the Companies and (b) the Consenting Noteholders, (ii) the Consenting Noteholders’ Counsel Fees and Expenses (as defined below) incurred through the date hereof have been paid in full, (iii) counsel to the Consenting Noteholders has received a duly executed copy of the repurchase agreement in respect of the Repurchase Transactions (as defined in the Supplemental Indentures), (iv) counsel to the Consenting Noteholders has received reasonably satisfactory evidence that the Working Capital Notes Termination (as defined in the Indentures) has occurred, (v) counsel to the Consenting Noteholders has received a duly executed acknowledgement of termination of the Junior Lien Intercreditor Agreement (as defined in the Indentures), (vi) counsel to the Consenting Noteholders has received a duly executed copy of the revolving working capital promissory note by and among Finance of America Reverse LLC and Libman Family Holdings, LLC, dated as of the date hereof, and (vii) the Companies shall have executed and delivered the First Amendment, dated as of the date hereof, to the Pledge and Security Agreement, dated October 31, 2024, by and among the Companies and U.S. Bank Trust Company, National Association, as collateral trustee (the “PSA Amendment”) and the liens granted thereunder shall be perfected in accordance with its terms.

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Section 2. Definitive Documents. The documents, instruments and agreements governing the Proposed Amendments (collectively, the “Definitive Documents”) shall include the Supplemental Indentures attached hereto as Exhibit B and Exhibit C. The Definitive Documents shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement and, except where otherwise specified in this Agreement or agreed to in writing by the Parties, shall otherwise be in form and substance acceptable to the Companies and the Consenting Noteholders; provided that the Parties agree that the forms of the Definitive Documents attached hereto are in form and substance acceptable to the Companies and the Consenting Noteholders.

Section 3. Definitive Documents. The Definitive Documents attached hereto are fully incorporated by reference herein and are made a part of this Agreement as if fully set forth herein, and all references to this Agreement shall include and incorporate all such Definitive Documents; provided, however, to the extent that there is a conflict between this Agreement and the Definitive Documents, the terms and provisions of the Definitive Documents shall govern. Neither this Agreement nor the Definitive Documents attached hereto, nor any provision hereof or thereof, may be modified, waived, amended, or supplemented, except in accordance with Section 15 hereof.

Section 4. Agreements of the Parties.

(a) Agreements of the Consenting Noteholders. During the period commencing as of the Agreement Effective Date until the termination of this Agreement (the “Agreement Effective Period”), and subject to the terms and conditions contained in this Agreement and the Definitive Documents, each Consenting Noteholder, severally and not jointly, agrees and covenants:

(1) to take (and cause its Affiliates,¹ and direct their respective representatives, agents and employees to take) all commercially reasonable actions reasonably requested by the Companies and necessary to support and achieve the consummation of the Proposed Amendments, within the timeframes outlined herein, including by consenting, voting or exercising any power or rights available to it, in each case, in favor of any matter requiring voting, approval, or action to implement the Proposed Amendments as promptly as practicable after the Agreement Effective Date and in any event prior to the earlier of (x) any expiration date of the Consent Process or (y) within 30 days of the Agreement Effective Date (such date, the “Consent Date”);

(2) that it will not revoke any Consent, subject to the termination of this Agreement pursuant to Section 7, Section 8, Section 9 or Section 10 hereof (for the avoidance of doubt if this Agreement is terminated prior to consummation of the Consent Process, such consents may be revoked at any time after such termination);

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(3) to execute any customary and reasonable document and give any customary and reasonable notice, order, instruction, or direction necessary to support, facilitate, implement, consummate, or otherwise give effect to its agreements hereunder in respect of its Consent and the Consent Process;

(4) that it shall not, directly or indirectly, object to, delay, impede or take (or cause any other person or entity to take) any other action, or refrain from taking any action, that would delay or interfere with, directly or indirectly, in any respect, acceptance or implementation of the Consent Process or the Proposed Amendments;

(5) that it shall not take any actions inconsistent with the terms of this Agreement, the Definitive Documents or the consummation of the Consent Process and the Proposed Amendments and shall take such additional commercially reasonable actions reasonably necessary to effect the agreements contained herein;

(6) to negotiate, finalize and implement the Definitive Documents in good faith and execute and deliver each Definitive Document to which it is required to be a party as contemplated by this Agreement; and

(7) not to sell, transfer, loan, issue, pledge, hypothecate, assign or otherwise encumber or dispose of, directly or indirectly in whole or in part (each, a “Transfer”) any Notes (and cause its Affiliates, other than Affiliates acting as Qualified Marketmakers² with respect to such Notes, not to), and any purported Transfer of Notes shall be void ab initio and without effect, unless the transferee thereof (x) is a Consenting Noteholder party hereto or an Affiliate of a Consenting Noteholder party hereto that would be bound by the obligations contained herein or (y) prior to the Transfer, agrees to be bound by all of the terms of this Agreement and delivers a Joinder Agreement, at which time the Permitted Transferee shall become a Consenting Noteholder for all purposes hereunder;

provided, for the avoidance of doubt, that no Consenting Noteholder shall be required to take any action under this clause (a) to the extent such action is (x) prohibited by applicable law, rule or governmental regulation or (y) would reasonably be expected to otherwise result in any payment obligations, fees, expenses or liabilities of any kind (other than customary transfer fees incurred in connection with any transfer that complies with clause (7) of this Section 4(a)), except, in the case of this clause (y), to the extent such Consenting Noteholder has received an indemnity from the Companies reasonably satisfactory to it.

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(b) Commitments of the Companies. During the Agreement Effective Period, each of the Companies agrees and covenants, subject to its obligations under applicable law and regulations:

(1) to use commercially reasonable efforts to take or cause to be taken all actions reasonably necessary to consummate the Consent Process and the Proposed Amendments on the terms and subject to the conditions set forth in the Definitive Documents;

(2) to take no actions materially inconsistent with this Agreement, the Definitive Documents or the consummation of the Consent Process and the Proposed Amendments and shall take such additional actions reasonably necessary to effect the agreements contained herein;

(3) to not, directly or indirectly, object to, delay, impede or take (or cause any other person or entity to take) any action to interfere with the approval, confirmation, acceptance, implementation or consummation of the Consent Process and the Proposed Amendments;

(4) use commercially reasonable efforts to obtain any regulatory and/or third party approvals necessary to consummate the Consent Process and the Proposed Amendments;

(5) to implement the Definitive Documents in good faith and execute and deliver each Definitive Document to which it is required to be a party; and

(6) to take such other actions that may be reasonably requested by any Consenting Noteholder to facilitate the performance of its obligations described in clause (a) above.

Section 5. Representations and Warranties of Each Party. Each of the Parties severally represents and warrants as to itself only to each of the other Parties hereto that the following statements are true and correct as of the date hereof:

(a) Power and Authority. It is duly organized, validly existing, and in good standing (where such concept is recognized) under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its respective obligations under, this Agreement.

(b) Authorization. The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership or similar action on its part.

(c) No Conflicts. The execution, delivery and performance by it of this Agreement do not and shall not (i) violate any provision of law, rule or regulation applicable to it or its certificate of incorporation or by-laws (or other organizational documents) or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligations to which it is a party.

(d) Governmental Consents. The execution, delivery and performance by it of this Agreement do not and shall not require any registration or filing with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body, except the New York Stock Exchange, assuming the accuracy of the Consenting Noteholders’ representations in Section 6 hereof.

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(e) Binding Obligation. This Agreement is the legally valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

(f) No Similar Agreement. Except as expressly provided by this Agreement, it is not party to any transaction support, coordination agreement or similar agreements or arrangement with other Parties to this Agreement that have not been disclosed to all Parties to this Agreement.

Section 6. Additional Representations and Warranties of the Consenting Noteholders. Each of the Consenting Noteholders severally represents and warrants as to itself only to each of the other Parties hereto that the following statements are true and correct as of the date hereof (or as of the date such Consenting Noteholder becomes a party hereto):

(a) Ownership and Voting and Consent Authority of the Notes.

(1) (i) Such Consenting Noteholder, as of the date hereof, beneficially owns the aggregate principal amount of Notes set forth below such Consenting Noteholder’s name on the signature page hereto or its Joinder Agreement, as applicable, and has, with respect to the beneficial owner(s) of the principal amount of such Notes set forth under such Consenting Noteholder’s name on the signature page hereto or its Joinder Agreement, as applicable, (x) sole investment or voting discretion, (y) full power and authority to vote on and consent to matters concerning such Notes, and (z) full power and authority to bind or act on the behalf of such beneficial owner(s).

(2) Other than the aggregate principal amount of Notes set forth below such Consenting Noteholder’s name on the signature page hereto or its Joinder Agreement, as applicable, such Consenting Noteholder and its Affiliates do not (i) own any other Notes or (ii) have investment or voting discretion with respect to any other Notes.

(3) The aggregate principal amount of Notes set forth below such Consenting Noteholder’s name on the signature page hereto or its Joinder Agreement, as applicable, are, and any Additional Notes (defined below) acquired by the Consenting Noteholder or its Affiliates following the Agreement Effective Date, in each case, shall be, free and clear of any pledge, security interest, claim, lien, voting restriction, right of first refusal, pledge limitation or other encumbrance of any kind.

(b) Securities Act. Such Consenting Noteholder is either (1) a qualified institutional buyer as defined in Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”) or (2) a non-U.S. person under Regulation S under the Securities Act, and (ii) has acquired any securities of the Companies in connection with the Exchange Offer for investment and not with a view to distribution or resale in violation of the Securities Act.

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Section 7. Termination of Obligations by Consenting Noteholders. Upon the occurrence of a Consenting Noteholder Termination Event (as defined below), this Agreement may be terminated by, and such termination shall be effective upon, delivery of a written notice (which may be by email) from the Consenting Noteholders that hold, in the aggregate, at least 50.1% of outstanding principal amount of Notes held by all Consenting Noteholders, which must include the affirmative consent of each of Brigade Capital Management LP, Anchorage Capital Advisors, L.P., and Beach Point Capital Management LP (collectively, the “Required Consenting Noteholders”), in accordance with Section 18 below to the other Parties and the obligations of each of the Parties hereunder shall thereupon terminate and be of no further force or effect with respect to each Party; provided that for purposes of determining whether the Required Consenting Noteholder conditions have been satisfied, any Consenting Noteholder whose own actions give rise to the relevant breach shall not be included or required for such purposes. “Consenting Noteholder Termination Event” means:

(a) if any of the Companies breaches in any material respect any of its obligations, representations, warranties, or covenants contained in this Agreement, which breach remains uncured for a period of three (3) business days from the date such breaching Company or Companies, as applicable, receives a written notice of such breach from the Required Consenting Noteholders;

(b) the Companies shall have publicly announced their intention to terminate the Consent Process;

(c) the Effective Date shall not have occurred on or before February 28, 2026 (the “Outside Date”);

(d) any Definitive Document is inconsistent in any material respect with the terms and conditions set forth in this Agreement, which has not been reversed or cured within one (1) business day after the Companies receive written notice from the Consenting Noteholders;

(e) the Companies shall have failed to timely pay the Consenting Noteholders’ Counsel Fees and Expenses;

(f) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order making illegal or otherwise enjoining, preventing, or prohibiting the consummation of any material portion of the Consent Process;

(g) the occurrence of any Event of Default under the Indentures that is not subject to forbearance or waiver or that is not otherwise cured prior to the termination of this Agreement;

(h) any of the Companies initiate or commence voluntary cases under the United States Bankruptcy Code or any other insolvency proceeding (whether in the United States or otherwise) or an order for relief is entered in connection with any involuntary proceeding filed against any of the Companies; and

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(i) any of the Companies shall have issued a notice purporting to terminate this Agreement pursuant to Section 8.

At any time after a Termination Event has occurred, the Required Consenting Noteholders may waive the occurrence of the Termination Event. No such waiver of a Termination Event shall affect any subsequent Termination Event or impair any right consequent thereon and such Consenting Noteholders shall have no liability to the other Parties or each other in respect of any termination of this Agreement in accordance with the terms hereof. Notwithstanding anything to the contrary herein, no Consenting Noteholder may terminate this Agreement pursuant to this Section 7 (or count towards the vote of the Required Consenting Noteholders needed to terminate this Agreement) if said terminating Consenting Noteholder (or Consenting Noteholders) failed to perform or comply in all material respects with the terms and conditions of this Agreement, with such failure to perform or comply causing, or resulting in, the occurrence of the Termination Event specified herein.

Section 8. Termination of Obligations by the Companies. Upon the occurrence of a Company Termination Event (as defined below), this Agreement may be terminated by delivery of a written notice in accordance with Section 18 below by the Companies (or either of them) to the other Parties and the obligations of each of the Parties hereunder shall thereupon terminate and be of no further force or effect with respect to each Party. “Company Termination Event” means:

(a) if any Consenting Noteholder breaches in any material respect any of their obligations, representations, warranties, or covenants contained in this Agreement, which breach remains uncured for a period of ten (10) days from the date counsel to the Consenting Noteholders receives a written notice of such breach from the Companies;

(b) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling or order making illegal or otherwise enjoining, preventing, or prohibiting the consummation of any material portion of the Consent Process; or

(c) the Effective Date shall not have occurred on or before the Outside Date.

At any time after a Company Termination Event has occurred, the Companies (or either of them) in their sole discretion may waive the occurrence of the Company Termination Event. No such waiver shall affect any Consenting Noteholder’s rights with respect to any Termination Event or the Companies’ rights with respect to any subsequent Company Termination Event or impair any right consequent thereon and the Companies shall have no liability to the other Parties or each other in respect of any termination of this Agreement in accordance with the terms hereof. Notwithstanding anything to the contrary herein, no Company may terminate this Agreement pursuant to this Section 8 if any Company (or Companies) failed to perform or comply in all material respects with the terms and conditions of this Agreement, with such failure to perform or comply causing, or resulting in, the occurrence of the Termination Event specified herein.

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Section 9. Automatic Termination. This Agreement shall automatically terminate without any further required action or notice upon entry into the Definitive Documents by all parties thereto and the obligations of each of the Parties hereunder shall thereupon terminate and be of no further force or effect with respect to each Party.

Section 10. Termination by Mutual Consent. This Agreement may be terminated at any time prior to entry into the Definitive Documents by the parties thereto by mutual written consent of the Companies and the Required Consenting Noteholders.

Section 11. Specific Performance. Each Party hereto recognizes and acknowledges that a breach by it of any covenants or agreements contained in this Agreement will cause the other Parties to sustain damages for which such Parties would not have an adequate remedy at law for money damages, and therefore each Party hereto agrees that in the event of any such breach the other Parties shall be entitled to the remedy of specific performance of such covenants and agreements and injunctive and other equitable relief in addition to any other remedy to which such Parties may be entitled, at law or in equity.

Section 12. Additional Notes. This Agreement shall in no way be construed to preclude the Consenting Noteholders or its Affiliates from acquiring additional Notes (“Additional Notes”), provided however, that (i) if a Consenting Noteholder or its Affiliates acquires Additional Notes after executing this Agreement, the acquiring Consenting Noteholder or its Affiliate, as applicable, shall notify counsel to the Companies of such acquisition within two (2) business days after the closing of such trade, and (ii) any such Additional Notes shall automatically and immediately upon acquisition by a Consenting Noteholder or its Affiliates be deemed to be subject to all of the terms of this Agreement whether or not notice of such acquisition is given to the Companies; provided further, that any Additional Notes acquired by any Affiliate of a Consenting Noteholder acting in its capacity as a Qualified Marketmaker shall not be required to be subject to the terms hereof to the extent that such Affiliate disposes of such Additional Notes within (15) calendar days of acquisition thereof. Any Additional Notes held by an Affiliate that is a Qualified Marketmaker after (15) calendar days from the date of initial acquisition of such Additional Notes shall be automatically and immediately deemed subject to the terms of this Agreement.

Section 13. Cooperation and Support. The Parties shall cause each of their subsidiaries and controlled Affiliates to cooperate with each other in respect of all matters concerning the implementation and consummation of the transactions contemplated hereby. Furthermore, subject to the terms of this Agreement, each of the Parties shall cause each of their subsidiaries and Affiliates to take such action (including executing and delivering any other agreements and making and filing any required regulatory filings) as may be reasonably necessary to carry out the purposes and intent of this Agreement and shall refrain from taking any action that would frustrate the purposes and intent of this Agreement. Notwithstanding anything to the contrary in this Section 13, to the extent that any Consenting Noteholder lacks authority to bind its controlled Affiliates, this Section 13 shall not require such Consenting Noteholder to bind such controlled Affiliates; provided that such Consenting Noteholder shall take all commercially reasonable steps reasonably requested by the Company Parties to attempt to secure the cooperation of any such Affiliates.

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Section 14. Acknowledgement. Notwithstanding any other provision herein, this Agreement is not and shall not be deemed to be an offer with respect to any securities.

Section 15. Amendments. This Agreement may not be modified, amended or supplemented except in a writing signed by the Companies and the Required Consenting Noteholders; provided, however, that any such modification, amendment or supplement that relates solely to a specific Consenting Noteholder and does not adversely affect any other Consenting Noteholder shall require only a writing signed by the Companies and such specific Consenting Noteholder.

Section 16. No Waiver. The failure of any Party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other Party hereto with its obligations hereunder, and any custom or practice of the Parties at variance with the terms hereof, shall not constitute a waiver by such Party of its right to exercise any such or other right, power or remedy or to demand such compliance.

Section 17. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to such state’s choice of law provisions which would require the application of the law of any other jurisdiction. By its execution and delivery of this Agreement, the Parties irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it with respect to any matter arising under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought in the United States District Court for the Southern District of New York, located in the Borough of Manhattan, and by execution and delivery of this Agreement, each of the Parties irrevocably accepts and submits itself to the exclusive jurisdiction of such court, generally and unconditionally, with respect to any such action, suit or proceeding. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 18. Notices. All demands, notices, requests, consents, and communications hereunder shall be in writing and shall be deemed given if delivered personally, transmitted by facsimile or e-mail (and confirmed), mailed by registered or certified mail with postage prepaid and return receipt requested, or sent by commercial overnight courier, courier fees prepaid (if available; otherwise, by the next best class of service available), to the parties at the following addresses, or such other addresses as may be furnished hereafter by notice in writing, to the following parties:

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(a) if to the Companies, to:

c/o Finance of America Funding LLC

5830 Granite Parkway

Suits 400, Plano, TX 75024

Telephone: [****]

Attention: Lauren Richmond, Chief Legal Officer & General Counsel

with copies (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Telephone: (212) 455-2000

Attention: Marisa Stavenas

and

Simpson Thacher & Bartlett LLP

900 G Street NW

Washington, DC 20001

Telephone: (202) 636-5500

Attention: William R. Golden

(b) if to the Consenting Noteholders, to:

(i) such Consenting Noteholders at the address shown for each such member on the applicable signature page hereto or to the attention of the person who has signed this Agreement on behalf of such Consenting Noteholder, with copies (which shall not constitute notice) to:

Sidley Austin LLP

787 7th Ave

New York, New York 10019

Telephone: (212) 839-5300

Attention: Neil E. Horner

Section 19. Expenses of the Consenting Noteholders. The Companies hereby agree to pay the reasonable and documented fees and expenses of Sidley Austin LLP as counsel to the Consenting Noteholders (“Consenting Noteholders’ Counsel” and, such fees and expenses, the “Consenting Noteholders’ Counsel Fees and Expenses”) in connection with this Agreement, the Consent and the transactions contemplated hereby in accordance with the terms of that certain fee letter dated as of July 29, 2025 among Sidley Austin LLP and FOA Equity Capital (the “Sidley Fee Letter”). For the avoidance of doubt, to the extent of any conflicts between the Sidley Fee Letter and this Section 19, the Sidley Fee Letter shall govern.

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Section 20. Entire Agreement. This Agreement (together with the exhibits hereto) constitutes the entire understanding and agreement among the Parties with regard to the subject matter hereof, and supersedes all prior agreements with respect thereto other than the Sidley Fee Letter and any confidentiality agreement or non-disclosure agreement executed by any Consenting Noteholder on one hand and FOA Equity Capital on the other hand.

Section 21. Headings. The section headings of this Agreement are for convenience of reference only and shall not, for any purpose, be deemed a part of this Agreement.

Section 22. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of each of the Parties and their respective successors, assigns, heirs, executors, administrators and representatives.

Section 23. Several, Not Joint, Obligations. The agreements, representations and obligations of the Parties (including, for the avoidance of doubt, each Consenting Noteholder) under this Agreement are, in all respects, several and not joint.

Section 24. Remedies Cumulative. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any right, power or remedy thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such Party.

Section 25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Delivery of an executed signature page of this Agreement by email shall be effective as delivery of a manually executed signature page of this Agreement. The words “execution,” “signed,” “signature,” “delivery” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

Section 26. No Third-Party Beneficiaries. This Agreement shall be solely for the benefit of the Parties hereto, and no other person or entity shall be a third party beneficiary hereof.

Section 27. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 28. Additional Parties. Without in any way limiting the provisions hereof, additional holders of Notes may elect to become Parties by executing and delivering to the Companies an executed Joinder Agreement. Such additional holders shall become a party to this Agreement as a Consenting Noteholder in accordance with the terms of this Agreement.

Section 29. Public Disclosure. Each of the Consenting Noteholders hereby consents to the disclosure of this Agreement by the Companies or the Companies’ direct or indirect parent entity, Finance of America Companies Inc. (“Parent”) and consents to the inclusion of such

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disclosure in any filings by the Companies or Parent with the Securities and Exchange Commission (the “SEC”) or as required by law or regulation; provided that it is expressly understood by the Parties that none of the Consenting Noteholders consent to any disclosure of their individual holdings of the Notes and the Companies hereby agree to keep such information confidential, unless such disclosure is required by applicable law or regulations of any applicable stock exchange or governmental authority (each, an “Authority”), in which case, the Companies shall (x) provide each of the Consenting Noteholders with advance notice of the intent to disclose and provide such Consenting Noteholders with the reasonable opportunity to review and comment on the proposed disclosure to be provided by the Companies (if permitted by the applicable Authority), (y) only disclose such information as is required to be disclosed by the applicable Authority and (z) to the extent this Agreement will be filed publicly with the SEC by the Companies, the Companies shall either (i) file with the SEC a form of this Agreement that does not include the individual holdings of the Consenting Noteholders in lieu of filing an executed version or (ii) use commercially reasonable efforts to obtain confidential treatment with respect to the individual holdings of the Consenting Noteholders included in this Agreement at or prior to filing the executed version of this Agreement with the SEC. The Companies shall provide drafts of any press release announcing any transaction related to the Consent Process to the Consenting Noteholders’ Counsel at least one (1) calendar day prior to the issuance of any such press release.

Section 30. Email Consents. Where a written consent, acceptance, approval, or waiver is required pursuant to or contemplated by this Agreement, including a written approval by the Companies or the Required Consenting Noteholders, such written consent, acceptance, approval, or waiver shall be deemed to have occurred if, by agreement between counsel to the Parties submitting and receiving such consent, acceptance, approval, or waiver, it is conveyed in writing (including electronic mail) between each such counsel without representations or warranties of any kind on behalf of such counsel.

(a) Relationship Among Parties.

(1) Notwithstanding anything to the contrary herein, the duties and obligations of the Consenting Noteholders under this Agreement shall be several, and neither joint nor joint and several. None of the Consenting Noteholders shall have by virtue of this Agreement any fiduciary duty or any other duty of trust or confidence in any form to each other, any Consenting Noteholder, any Company or Affiliate thereof, or any of the Companies’ or their respective affiliates’ creditors or other stakeholders. None of the Consenting Noteholders shall have by virtue of this Agreement any duties or responsibilities to each other, any Consenting Noteholder, any Company or Affiliate thereof, or any of the Companies’ or their respective affiliates’ creditors or other stakeholders, and there are no commitments among or between the Consenting Noteholders, except as expressly set forth in this Agreement. It is understood and agreed that any Consenting Noteholder may trade in any debt or equity securities of any Companies without the consent of the Companies or any other Consenting Noteholder, subject to applicable securities laws, the terms of any non-disclosure agreement with the Companies, the terms of this Agreement, and the terms of the Definitive Documents. No prior history, pattern or practice of sharing confidences among or between any of the Consenting Noteholders, and/or the Companies shall in any way affect or negate this understanding and agreement. The Parties acknowledge that this Agreement does not constitute an agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any

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securities of any of the Companies and shall not be deemed, as a result of its entering into and performing its obligations under this Agreement, to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act or Rule 13d-5 promulgated thereunder. For the avoidance of doubt: (1) each Consenting Noteholder is entering into this Agreement directly with the Companies and not with any other Consenting Noteholder, (2) no other Consenting Noteholder shall have any right to bring any action against any other Consenting Noteholder with respect this Agreement (or any breach thereof), other than in accordance with this Agreement, and (3) no Consenting Noteholder shall, nor shall any action taken by a Consenting Noteholder pursuant to this Agreement, be deemed to be acting in concert or as any group with any other Consenting Noteholder with respect to the obligations under this Agreement, nor shall this Agreement create a presumption that the Consenting Noteholders are in any way acting as a group. All rights under this Agreement are separately granted to each Consenting Noteholders by the Companies and vice versa, and the use of a single document is for the convenience of the Parties. Each Party’s decision to commit to enter into the transactions contemplated by this Agreement has been made independently and is based upon its own business judgment.

(2) The Companies understand that the Consenting Noteholders are engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the Companies acknowledge and agree that, subject to the express terms hereof, the obligations set forth in this Agreement shall only apply to the trading desk(s) and/or business group(s) of the Consenting Noteholders that principally manage and/or supervise the Consenting Noteholders’ investment in the Companies, and shall not apply to any other trading desk or business group of the Consenting Noteholders so long as they are not acting at the direction or for the benefit of such Consenting Noteholders and so long as confidentiality is maintained consistent with any applicable confidentiality agreement.

Section 31. Interpretation. This Agreement is the product of negotiations among the Parties, and the enforcement or interpretation of this Agreement is to be interpreted in a neutral manner; and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement or any portion of this Agreement, shall not be effective in regard to the interpretation of this Agreement.

Section 32. Tax Treatment. The Parties agree that the Repurchase Transactions (as defined in the Supplemental Indentures) will not result in a taxable distribution under Section 305 of the Internal Revenue Code of 1986 on the Exchangeable Notes or the convertible notes purchased pursuant to those certain convertible note purchase agreements dated August 4, 2025 by and between Parent and the purchasers listed in Schedule A thereto for U.S. federal income tax purposes. Except as required (a) pursuant to a “determination” (within the meaning of Section 1313(a) of the Internal Revenue Code of 1986) by any taxing authority, or (b) due to an amendment to, or a change in official interpretation of, the Code, Treasury Regulations promulgated thereunder, or administrative guidance, each party agrees to the treatment described in the preceding sentence for all U.S. federal, state, and local income tax purposes (including, without limitation, on any and all filings with any U.S. federal, state, or local taxing authority) and agrees not to take any action inconsistent with such treatment.

(Remainder of Page Intentionally Left Blank)

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IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first written above.

SIGNATURE PAGE TO CONSENT SUPPORT AGREEMENT

SIGNATURE PAGE TO CONSENT SUPPORT AGREEMENT

[Signature pages of Consenting Noteholders on file with the Registrant.]

SIGNATURE PAGE TO CONSENT SUPPORT AGREEMENT

Exhibit A

Form of Joinder Agreement

FORM OF JOINDER AGREEMENT FOR CONSENTING NOTEHOLDERS

This Joinder Agreement to Consent Support Agreement, dated as of August 4, 2025 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and among the Company and the Consenting Noteholders is executed and delivered by [•] (the “Joining Party”) as of [     ], 2025. Each capitalized term used herein but not otherwise defined shall have the meaning set forth in the Agreement.

1. Agreement to be Bound. The Joining Party hereby agrees to be bound by all of the terms of the Agreement, a copy of which is attached to this Joinder Agreement as Annex I (as the same has been or may be hereafter amended, restated or otherwise modified from time to time in accordance with the provisions thereof). The Joining Party shall hereafter be deemed to be a “Consenting Noteholder” and a “Party” for all purposes under the Agreement and with respect to any and all Claims held by such Joining Party.

2. Representations and Warranties. With respect to the aggregate principal amount of 2025 Unsecured Notes, in each case, set forth below its name on the signature page hereto, the Joining Party hereby makes the representations and warranties of the Consenting Noteholders set forth in Section 5 and Section 6 of the Agreement to each other Party to the Agreement.

3. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to such state’s choice of law provisions which would require the application of the law of any other jurisdiction. By its execution and delivery of this Agreement, the Parties irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it with respect to any matter arising under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought in the United States District Court for the Southern District of New York, located in the Borough of Manhattan, and by execution and delivery of this Agreement, each of the Parties irrevocably accepts and submits itself to the exclusive jurisdiction of such court, generally and unconditionally, with respect to any such action, suit or proceeding. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

4. Counterparts. Delivery of an executed signature page of this Agreement by email shall be effective as delivery of a manually executed signature page of this Agreement. The words “execution,” “signed,” “signature,” “delivery” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

(Signature Page Follows)

IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be executed as of the date first written above.

Consenting Noteholder

[     ]

Principal Amount of Senior Secured Notes: $            

Principal Amount of Exchangeable Notes: $         

Notice Address:

Attention:

E-mail:

SIGNATURE PAGE TO JOINDER TO EXCHANGE SUPPORT AGREEMENT

Exhibit B

Secured Notes Supplemental Indenture

Exhibit B

FIRST SUPPLEMENTAL INDENTURE

This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of [•], 2025, is among Finance of America Funding LLC, a Delaware limited liability company (the “Issuer”), Finance of America Equity Capital LLC, a Delaware limited liability company (the “Parent Guarantor”), the other guarantors party hereto (and together with the Parent Guarantor, the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer, the Guarantors and Finance of America Companies Inc. (“FoA America”) (solely for Section 6.03 thereto) have heretofore executed and delivered to the Trustee and the Collateral Trustee an indenture, dated as of October 31, 2024 (the “Indenture”), providing for the issuance of the Issuer’s 7.875% Senior Secured Notes due 2026 (the “Notes”);

WHEREAS, pursuant to Section 9.02 of the Indenture, subject to certain exceptions specified therein, the Issuer, the Guarantors, the Trustee and the Collateral Trustee may amend or supplement, or waive compliance with any provision of, the Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of all the Notes then outstanding, other than Notes beneficially owned by the Issuer or its Affiliates (excluding any Debt Fund Affiliate; provided that the aggregate amount of Notes held by any Debt Fund Affiliate shall be deemed to be not outstanding to the extent in excess of 49.9% of the amount required for all purposes of calculating whether the Holders of a majority in principal amount of the outstanding Notes have taken any actions);

WHEREAS, (i) the Issuer and the Guarantors have received the consent of the Holders of a majority in principal amount of the outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (excluding any Debt Fund Affiliate; provided that the aggregate amount of Notes held by any Debt Fund Affiliate shall be deemed to be not outstanding to the extent in excess of 49.9% of the amount required for all purposes of calculating whether the Holders of a majority in principal amount of the outstanding Notes have taken any actions), to the amendments and waivers to the Indenture provided for in Article 2 of this First Supplemental Indenture (the “Amendments”), reasonably satisfactory evidence of which has been delivered to the Trustee and the Collateral Trustee; (ii) the Issuer and the Guarantors have delivered to the Trustee and the Collateral Trustee simultaneously with the execution and delivery of this First Supplemental Indenture an Officer’s Certificate and Opinion of Counsel as contemplated by Section 9.05, Section 13.03 and Section 13.04 of the Indenture; and (iii) the Issuer and the Guarantors have satisfied all other conditions required under Article 9 of the Indenture to enable the Issuer, the Guarantors, the Trustee and the Collateral Trustee to enter into this First Supplemental Indenture; and

WHEREAS, pursuant to Sections 9.02 and 9.05 of the Indenture, the Trustee and the Collateral Trustee are authorized to execute and deliver this First Supplemental Indenture to amend and supplement the Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of all Holders, as follows:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 For purposes of this First Supplemental Indenture, the terms defined in the recitals shall have the meanings therein specified; any capitalized terms used and not defined herein shall have the same respective meanings as assigned to them in the Indenture; and references to Articles or Sections shall, unless the context indicates otherwise, be references to Articles or Sections of the Indenture.

SECTION 1.02 Any definitions used exclusively in the provisions of the Indenture or the Notes that are deleted pursuant to the amendments to the Indenture as set forth in this First Supplemental Indenture, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture and the Notes, and all textual references in the Indenture and the Notes exclusively relating to paragraphs, Sections, Articles or other terms or provisions of the Indenture that have been otherwise deleted pursuant to this First Supplemental Indenture are hereby deleted in their entirety. The words “herein,” “hereof” and “hereby” and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE 2

AMENDMENTS TO THE INDENTURE

SECTION 2.01 Section 1.01 of the Indenture is hereby amended as follows:

(a) by adding the following definitions, in applicable alphabetical order, as follows:

““Extendable Notes” means the aggregate principal amount of Notes equal to (x) the aggregate principal amount of Notes outstanding on the Scheduled Maturity Date minus (y) $60.0 million, which Extendable Notes, for the avoidance of doubt, may have their maturity date extended to the Extended Maturity Date, at the Issuer’s election, in accordance with Section 2.02.”

““HECM” means a home equity conversion mortgage originated in accordance with the Federal Housing Administration’s reverse mortgage program.”

““HMSR Instrument” shall have the meaning given to “HMSR Instrument” in the Pledge and Security Agreement.”

““HMSRs” means mortgage servicing rights of FOA Reverse or any of its Affiliates relating to HECMs pooled into Ginnie Mae HECM Mortgage-Backed Securities.”

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““Non-Extendable Notes” means the aggregate principal amount of Notes equal to $60.0 million, which will mature on the Scheduled Maturity Date, and, for the avoidance of doubt, the maturity date of the Non-Extendable Notes may not be extended to the Extended Maturity Date in accordance with Section 2.02.”

““Repurchase Transactions” means the transactions contemplated by and in accordance with the terms set forth in that certain Repurchase Agreement by and between FoA America, the Parent Guarantor and the seller entities listed on Schedule A thereto, dated as of August 4, 2025 (the “Repurchase Agreement”), including the repurchase of equity interests in FoA America and/or Parent Guarantor from the seller parties thereto by FoA America and/or one or more of its Subsidiaries (the “Equity Repurchases”), as such Repurchase Agreement may be amended or modified from time to time so long as (i) any such amendment or modification satisfies each of the requirements of Section 4.11(a) of this Indenture (whether or not such requirements would otherwise apply and without regard to either of the dollar thresholds set forth therein), and (ii) the “Purchase Price” (as defined in the Repurchase Agreement on such date) shall not exceed $10.50 per unit of Parent Guarantor or per share of Class A Common Stock of FoA America, $0.00 per share of Class B Common Stock of FoA America and $0.00 per “Earnout Right” (as such term is defined in the Repurchase Agreement on such date) (appropriately adjusted for any change in the number of outstanding shares as a result of any split, multiplication, reclassification or otherwise after such date).”

(b) by replacing the definition of “Pledge and Security Agreement” in its entirety with a new definition which shall read as follows:

““Pledge and Security Agreement” means the Pledge and Security Agreement, dated as of October 31, 2024, among the grantors identified therein, each of the other grantors from time to time party thereto and the Collateral Trustee, as amended by that certain First Amendment, dated as of August 4, 2025 and as further amended, restated or modified from time to time as permitted thereby.”

(c) by replacing the definition of “Permanent Collateral” in its entirety with a new definition which shall read as follows:

““Permanent Collateral” has the meaning given to “Permanent Pledged Collateral” in the Pledge and Security Agreement, taking into account any collateral added or released from time to time in accordance with the Pledge and Security Agreement and the Indenture, as applicable.”

SECTION 2.02 Section 2.02 of the Indenture is hereby amended by adding new clauses (e) and (f) at the end thereof which shall read as follows:

“(e) Notwithstanding anything else set forth in this Section 2.02 or the Indenture, the Issuer hereby irrevocably waives its right to extend the maturity of the Non-Extendable Notes, which Notes shall in all cases mature on the Scheduled Maturity Date, and shall not be deemed “Notes outstanding” for purposes of clauses (b) (including with respect to the Extension Fee), (c) or (d) hereof.”

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“(f) If the Issuer provides an Extension Notice in accordance with clause (b) above, the selection of the Notes that constitute Non-Extendable Notes will be made in accordance with the Applicable Procedures, in the same manner as Section 3.09(e), as if such payment of the Non-Extendable Notes on the Scheduled Maturity Date were a partial redemption thereof.”

SECTION 2.03 The Indenture is hereby amended by replacing clause (ix) of Section 4.07(b) of the Indenture in its entirety with a new clause (ix) which shall read as follows:

“(ix) Restricted Payments to pay the purchase price for the Equity Repurchase in an amount not to exceed $45.0 million in the aggregate; provided that no such Restricted Payment may be made at a time when a Default or Event of Default has occurred and is continuing;”

SECTION 2.04 Section 4.11(b) of the Indenture is hereby amended by (a) deleting the “and” at the end of clause (xxv), (b) replacing the “.” at the end of clause (xxvi) with “; and” and (c) adding a new clause (xxvii) which shall read as follows:

“(xxvii) the Repurchase Transactions; provided that no such Repurchase Transactions may be consummated at a time when a Default or Event of Default has occurred and is continuing.”

SECTION 2.05 The Indenture is hereby amended by adding a new Section 4.21 which shall read as follows and the corresponding change shall be made to the Table of Contents of the Indenture:

“Section 4.21. HMSR Instruments Proceeds Application. If the Issuer or any Subsidiary of the Issuer that holds any HMSR Instrument, directly or indirectly, sells, pledges, disposes, finances or otherwise monetizes all or any portion of such HMSR Instrument (an “HMSR Instrument Monetization”), the aggregate net proceeds that are allocable to such HMSR Instrument Monetization shall be applied in accordance with Section 4.17 as if such proceeds were Collateral Net Cash Proceeds. Notwithstanding anything to the contrary herein, (i) the Issuer or any Subsidiary of the Issuer shall be permitted to use aggregate net proceeds received in connection with the initial issuance of any debt securities or similar debt obligations that are issued contemporaneously with the initial HMSR Instrument to pay the amounts permitted by Section 4.07(b)(ix), (ii) aggregate net proceeds received in connection with the issuance and sale of debt (including a refinancing) backed by HMSRs held by the Issuer or any Subsidiary of the Issuer shall not constitute HMSR Instrument Monetization so long as the related issued HMSR Instrument is pledged pursuant to the Pledge and Security Agreement and not additionally encumbered, sold or otherwise disposed of and (iii) aggregate net proceeds received by the Issuer or any Subsidiary of the Issuer from the pooling of HECM participations in the ordinary course may be reinvested by the Issuer or any Subsidiary of the Issuer to acquire new HMSRs or originate or acquire new HECMs.”

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SECTION 2.06 The Indenture is hereby amended by adding a new Section 4.22 which shall read as follows and the corresponding change shall be made to the Table of Contents of the Indenture:

“Section 4.22. Transactions Permitted. For the avoidance of doubt, the Repurchase Transactions and the consummation thereof, on the terms and conditions set forth in the Repurchase Agreement as of August 4, 2025 and this Indenture, are permitted under and not prohibited by this Indenture and the Collateral Documents.

SECTION 2.07 The Indenture is hereby amended by adding a new Section 4.23 which shall read as follows and the corresponding change shall be made to the Table of Contents of the Indenture:

“Section 4.23. Tax Treatment of Amendments by First Supplemental Indenture. The parties hereto agree that the changes set forth in the First Supplemental Indenture do not constitute a “significant modification” within the meaning of Treasury Regulations Section 1.1001-3.”

SECTION 2.08 Effective as of the First Supplemental Indenture Date (as defined below), none of the Issuer, the Guarantors, the Trustee, the Collateral Trustee, the Holders or other parties to or beneficiaries of the Indenture shall have any rights, obligations or liabilities under such deleted or modified Sections or subsections and such deleted or modified Sections or subsections shall not be considered in determining whether an Event of Default has occurred or whether the Issuer or a Guarantor has observed, performed or complied with the provisions of the Indenture or any Note.

ARTICLE 3

EFFECTIVENESS

SECTION 3.01

(a) This First Supplemental Indenture shall be effective and the Amendments shall become operative upon the satisfaction of the following conditions (the “First Supplemental Indenture Date”):

(i) the Issuer shall have made the Scheduled Amortization Payment in accordance with Section 2.03 of the Indenture; and

(ii) no Default or Event of Default shall have occurred or is occurring.

(b) Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the First Supplemental Indenture Date, all references to the Indenture (whether in the Indenture or in any other agreements, documents or instruments) shall be deemed to be references to the Indenture as amended and supplemented by this First Supplemental Indenture and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

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ARTICLE 4

MISCELLANEOUS

SECTION 4.01 The amendments to the Indenture set forth in this First Supplemental Indenture shall also apply to the Notes, including, without limitation, provisions of the Notes as set forth in the Exhibits to the Indenture.

SECTION 4.02 The terms and conditions of this First Supplemental Indenture shall be deemed to be incorporated in and made a part of the terms and conditions of the Indenture for any and all purposes, and all the terms and conditions of both shall be read, taken and construed together as though they constitute one and the same instrument, except that in the case of conflict, the provisions of this First Supplemental Indenture will control.

SECTION 4.03 All covenants and agreements in this First Supplemental Indenture by the Issuer, the Guarantors, the Trustee or the Collateral Trustee shall bind their respective successors and assigns, whether so expressed or not.

SECTION 4.04 In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 4.05 Nothing in this First Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture.

SECTION 4.06 The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. This First Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this First Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” and words of similar import in this First Supplemental Indenture shall be deemed to include electronic or digital signatures or the keeping of records in electronic form, each of which shall be of the same effect, validity, and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001-7006), the Electronic Signatures and Records Act of 1999 (N.Y. State Tech. §§ 301-309), or any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by such Trustee pursuant to procedures approved by such Trustee.

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SECTION 4.07 THIS FIRST SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 4.08 Neither the Trustee nor the Collateral Trustee shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuer.

SECTION 4.09 The Section headings herein are for convenience only and shall not affect the construction thereof.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and attested, all as of the date first above written.

[Signature Page to First Supplemental Indenture]

[Signature Page to First Supplemental Indenture]

Exhibit C

Exchangeable Notes Supplemental Indenture

Exhibit C

FIRST SUPPLEMENTAL INDENTURE

This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of [•], 2025, is among Finance of America Funding LLC, a Delaware limited liability company (the “Issuer”), Finance of America Equity Capital LLC, a Delaware limited liability company (the “Parent Guarantor”), the other guarantors party hereto (and together with the Parent Guarantor, the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer, the Guarantors and Finance of America Companies Inc. (“FoA America”) (solely as to certain provisions specifically identified therein) have heretofore executed and delivered to the Trustee and the Collateral Trustee an indenture, dated as of October 31, 2024 (the “Indenture”), providing for the issuance of the Issuer’s 10.000% Exchangeable Senior Secured Notes due 2029 (the “Notes”);

WHEREAS, pursuant to Section 10.02 of the Indenture, subject to certain exceptions specified therein, the Issuer, the Guarantors, the Trustee and the Collateral Trustee may amend or supplement, or waive compliance with any provision of, the Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of all the Notes then outstanding, other than Notes beneficially owned by the Issuer or its Affiliates (excluding any Debt Fund Affiliate; provided that the aggregate amount of Notes held by any Debt Fund Affiliate shall be deemed to be not outstanding to the extent in excess of 49.9% of the amount required for all purposes of calculating whether the Holders of a majority in principal amount of the outstanding Notes have taken any actions);

WHEREAS, (i) the Issuer and the Guarantors have received the consent of the Holders of a majority in principal amount of the outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (excluding any Debt Fund Affiliate; provided that the aggregate amount of Notes held by any Debt Fund Affiliate shall be deemed to be not outstanding to the extent in excess of 49.9% of the amount required for all purposes of calculating whether the Holders of a majority in principal amount of the outstanding Notes have taken any actions), to the amendments and waivers to the Indenture provided for in Article 2 of this First Supplemental Indenture (the “Amendments”), reasonably satisfactory evidence of which has been delivered to the Trustee and the Collateral Trustee; (ii) the Issuer and the Guarantors have delivered to the Trustee and the Collateral Trustee simultaneously with the execution and delivery of this First Supplemental Indenture an Officer’s Certificate and Opinion of Counsel as contemplated by Section 10.05, Section 17.03 and Section 17.04 of the Indenture; and (iii) the Issuer and the Guarantors have satisfied all other conditions required under Article 10 of the Indenture to enable the Issuer, the Guarantors, the Trustee and the Collateral Trustee to enter into this First Supplemental Indenture; and

WHEREAS, pursuant to Sections 10.02 and 10.05 of the Indenture, the Trustee and the Collateral Trustee are authorized to execute and deliver this First Supplemental Indenture to amend and supplement the Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of all Holders, as follows:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 For purposes of this First Supplemental Indenture, the terms defined in the recitals shall have the meanings therein specified; any capitalized terms used and not defined herein shall have the same respective meanings as assigned to them in the Indenture; and references to Articles or Sections shall, unless the context indicates otherwise, be references to Articles or Sections of the Indenture.

SECTION 1.02 Any definitions used exclusively in the provisions of the Indenture or the Notes that are deleted pursuant to the amendments to the Indenture as set forth in this First Supplemental Indenture, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture and the Notes, and all textual references in the Indenture and the Notes exclusively relating to paragraphs, Sections, Articles or other terms or provisions of the Indenture that have been otherwise deleted pursuant to this First Supplemental Indenture are hereby deleted in their entirety. The words “herein,” “hereof” and “hereby” and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE 2

AMENDMENTS TO THE INDENTURE

SECTION 2.01 Section 1.01 of the Indenture is hereby amended as follows:

(a) by adding the following definitions, in applicable alphabetical order, as follows:

““HECM” means a home equity conversion mortgage originated in accordance with the Federal Housing Administration’s reverse mortgage program.”

““HMSR Instrument” shall have the meaning given to “HMSR Instrument” in the Pledge and Security Agreement.”

““HMSRs” means mortgage servicing rights of FOA Reverse or any of its Affiliates relating to HECMs pooled into Ginnie Mae HECM Mortgage-Backed Securities.”

““Repurchase Transactions” means the transactions contemplated by and in accordance with the terms set forth in that certain Repurchase Agreement by and between FoA America, the Parent Guarantor and the seller entities listed on Schedule A thereto, dated as of August 4, 2025 (the “Repurchase Agreement”), including the repurchase of equity interests in FoA America and/or Parent

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Guarantor from the seller parties thereto by FoA America and/or one or more of its Subsidiaries (the “Equity Repurchases”), as such Repurchase Agreement may be amended or modified from time to time so long as (i) any such amendment or modification satisfies each of the requirements of Section 4.11(a) of this Indenture (whether or not such requirements would otherwise apply and without regard to either of the dollar thresholds set forth therein), and (ii) the “Purchase Price” (as defined in the Repurchase Agreement on such date) shall not exceed $10.50 per unit of Parent Guarantor or per share of Class A Common Stock of FoA America, $0.00 per share of Class B Common Stock of FoA America and $0.00 per “Earnout Right” (as such term is defined in the Repurchase Agreement on such date) (appropriately adjusted for any change in the number of outstanding shares as a result of any split, multiplication, reclassification or otherwise after such date).”

(b) by replacing the definition of “Pledge and Security Agreement” in its entirety with a new definition which shall read as follows:

““Pledge and Security Agreement” means the Pledge and Security Agreement, dated as of October 31, 2024, among the grantors identified therein, each of the other grantors from time to time party thereto and the Collateral Trustee, as amended by that certain First Amendment, dated as of August 4, 2025 and as further amended, restated or modified from time to time as permitted thereby.”

(c) by replacing the definition of “Permanent Collateral” in its entirety with a new definition which shall read as follows:

““Permanent Collateral” has the meaning given to “Permanent Pledged Collateral” in the Pledge and Security Agreement, taking into account any collateral added or released from time to time in accordance with the Pledge and Security Agreement and the Indenture, as applicable.”

SECTION 2.02 Section 4.07(b) of the Indenture is hereby amended by (a) deleting the “and” at the end of clause (xix), (b) replacing the “.” at the end of clause (xx) with “; and” and (c) adding a new clause (xxi) which shall read as follows:

“(xxi) Restricted Payments to pay the purchase price for the Equity Repurchase in an amount not to exceed $45.0 million in the aggregate; provided that no such Restricted Payment may be made at a time when a Default or Event of Default has occurred and is continuing;”

SECTION 2.03 Section 4.11(b) of the Indenture is hereby amended by (a) deleting the “and” at the end of clause (xxv), (b) replacing the “.” at the end of clause (xxvi) with “; and” and (c) adding a new clause (xxvii) which shall read as follows:

“(xxvii) the Repurchase Transactions; provided that no such Repurchase Transactions may be consummated at a time when a Default or Event of Default has occurred and is continuing.”

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SECTION 2.04 The Indenture is hereby amended by adding a new Section 4.26 which shall read as follows and the corresponding change shall be made to the Table of Contents of the Indenture:

“Section 4.26. HMSR Instruments Proceeds Application. If the Issuer or any Subsidiary of the Issuer that holds any HMSR Instrument, directly or indirectly, sells, pledges, disposes, finances or otherwise monetizes all or any portion of such HMSR Instrument (an “HMSR Instrument Monetization”), the aggregate net proceeds that are allocable to such HMSR Instrument Monetization shall be applied in accordance with Section 4.17 as if such proceeds were Collateral Net Cash Proceeds. Notwithstanding anything to the contrary herein, (i) the Issuer or any Subsidiary of the Issuer shall be permitted to use aggregate net proceeds received in connection with the initial issuance of any debt securities or similar debt obligations that are issued contemporaneously with the initial HMSR Instrument to pay the amounts permitted by Section 4.07(b)(xxi), (ii) aggregate net proceeds received in connection with the issuance and sale of debt (including a refinancing) backed by HMSRs held by the Issuer or any Subsidiary of the Issuer shall not constitute HMSR Instrument Monetization so long as the related issued HMSR Instrument is pledged pursuant to the Pledge and Security Agreement and not additionally encumbered, sold or otherwise disposed of and (iii) aggregate net proceeds received by the Issuer or any Subsidiary of the Issuer from the pooling of HECM participations in the ordinary course may be reinvested by the Issuer or any Subsidiary of the Issuer to acquire new HMSRs or originate or acquire new HECMs.”

SECTION 2.05 The Indenture is hereby amended by adding a new Section 4.27 which shall read as follows and the corresponding change shall be made to the Table of Contents of the Indenture:

“Section 4.27. Transactions Permitted. For the avoidance of doubt, the Repurchase Transactions and the consummation thereof, on the terms and conditions set forth in the Repurchase Agreement as of August 4, 2025 and this Indenture, are permitted under and not prohibited by this Indenture and the Collateral Documents.

SECTION 2.06 The Indenture is hereby amended by adding a new Section 4.28 which shall read as follows and the corresponding change shall be made to the Table of Contents of the Indenture:

“Section 4.28. Tax Treatment of Amendments by First Supplemental Indenture. The parties hereto agree that the changes set forth in the First Supplemental Indenture do not constitute a “significant modification” within the meaning of Treasury Regulations Section 1.1001-3.”

SECTION 2.07 Effective as of the First Supplemental Indenture Date (as defined below), none of the Issuer, the Guarantors, the Trustee, the Collateral Trustee, the Holders or other parties to or beneficiaries of the Indenture shall have any rights, obligations or liabilities under such deleted or modified Sections or subsections and such deleted or modified Sections or subsections shall not be considered in determining whether an Event of Default has occurred or whether the Issuer or a Guarantor has observed, performed or complied with the provisions of the Indenture or any Note.

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ARTICLE 3

EFFECTIVENESS

SECTION 3.01

(a) This First Supplemental Indenture shall be effective and the Amendments shall become operative upon the satisfaction of the following conditions (the “First Supplemental Indenture Date”):

(i) the Issuer shall have made the Scheduled Amortization Payment in accordance with Section 2.03 of the New Senior Secured Notes Indenture; and

(ii) no Default or Event of Default shall have occurred or is occurring.

(b) Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the First Supplemental Indenture Date, all references to the Indenture (whether in the Indenture or in any other agreements, documents or instruments) shall be deemed to be references to the Indenture as amended and supplemented by this First Supplemental Indenture and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

ARTICLE 4

MISCELLANEOUS

SECTION 4.01 The amendments to the Indenture set forth in this First Supplemental Indenture shall also apply to the Notes, including, without limitation, provisions of the Notes as set forth in the Exhibits to the Indenture.

SECTION 4.02 The terms and conditions of this First Supplemental Indenture shall be deemed to be incorporated in and made a part of the terms and conditions of the Indenture for any and all purposes, and all the terms and conditions of both shall be read, taken and construed together as though they constitute one and the same instrument, except that in the case of conflict, the provisions of this First Supplemental Indenture will control.

SECTION 4.03 All covenants and agreements in this First Supplemental Indenture by the Issuer, the Guarantors, the Trustee or the Collateral Trustee shall bind their respective successors and assigns, whether so expressed or not.

SECTION 4.04 In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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SECTION 4.05 Nothing in this First Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture.

SECTION 4.06 The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. This First Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this First Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” and words of similar import in this First Supplemental Indenture shall be deemed to include electronic or digital signatures or the keeping of records in electronic form, each of which shall be of the same effect, validity, and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001-7006), the Electronic Signatures and Records Act of 1999 (N.Y. State Tech. §§ 301-309), or any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by such Trustee pursuant to procedures approved by such Trustee.

SECTION 4.07 THIS FIRST SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 4.08 Neither the Trustee nor the Collateral Trustee shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuer.

SECTION 4.09 The Section headings herein are for convenience only and shall not affect the construction thereof.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and attested, all as of the date first above written.

[Signature Page to First Supplemental Indenture]

[Signature Page to First Supplemental Indenture]

Exhibit 10.4

Execution Version

FIRST AMENDMENT TO

PLEDGE AND SECURITY AGREEMENT

THIS FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT (this “Amendment”) dated as of August 4, 2025, among Finance of America Funding LLC, a Delaware limited liability company (the “Issuer”), the other Grantors party hereto, and U.S. Bank Trust Company, National Association (“U.S. Bank”) as collateral trustee for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Trustee”). Capitalized terms not defined herein have the meanings assigned to such terms in the Agreement (as defined below).

Recitals

WHEREAS, the Issuer, the Grantors party thereto, as applicable, and U.S. Bank are parties to a (i) that certain Indenture, dated as of October 31, 2024 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Senior Secured Notes Indenture”) among the Issuer, the guarantors party thereto, U.S. Bank, as trustee, and the Collateral Trustee governing the Issuer’s 7.875% Senior Secured Notes due 2026 (the “Senior Secured Notes”), (ii) that certain Indenture, dated as of October 31, 2024 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Exchangeable Notes Indenture” and together with the Senior Secured Notes Indenture, the “Indentures”) among the Issuer, the guarantors party thereto, U.S. Bank, as trustee, and the Collateral Trustee governing the Issuer’s 10.000% Exchangeable Senior Secured Notes due 2029 (the “Exchangeable Notes” and together with the Senior Secured Notes, the “Notes”) and (iii) that certain Collateral Trust Agreement, dated as October 31, 2024 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Collateral Trust Agreement”), among the Issuer, the Grantors from time to time party thereto, U.S. Bank, as trustee for the Senior Secured Notes, U.S. Bank, as trustee for the Exchangeable Notes, the Collateral Trustee, and each other Secured Notes Representative (as defined in the Collateral Trust Agreement) from time to time party thereto.

WHEREAS, the Issuer, the Grantors party hereto and U.S. Bank are parties to that certain Pledge and Security Agreement, dated as of October 31, 2024 (as amended, restated, supplemented, or otherwise modified, including by this Amendment, the “Agreement”) by the Issuer, the Grantors party thereto and the Collateral Trustee.

WHEREAS, the Working Capital Notes Termination (as defined in the Indentures) occurred on August 4, 2025;

WHEREAS, on the date hereof, the Issuer, certain Grantors and certain beneficial holders of the Notes entered into a Consent Support Agreement, dated as of August 4, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Consent and Support Agreement”), and the Issuer and each of the other Grantors (all of which are affiliates of the Issuer): (i) will derive substantial benefits from the execution and delivery of Consent and Support Agreement by the parties thereto and the transactions contemplated thereby and (ii) in consideration thereof, has agreed to further secure the Secured Obligations, as set forth in this Amendment and the Agreement, including as amended hereby.

WHEREAS, the parties desire to amend the Agreement, as in effect immediately prior to giving effect to this Amendment, in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

SECTION 1.1. Amendment. Upon satisfaction (or waiver) of the conditions set forth in Section 3.1 hereof, the Agreement, as in effect immediately prior to giving effect to this Amendment, is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the copy of the Agreement attached hereto as Annex A.

SECTION 1.2. Security Interests. On the date hereof, as security for the payment or performance, as the case may be, in full of the Secured Obligations (as defined in the Agreement, including as hereby amended), each (i) Permanent Grantor party hereto hereby assigns and pledges to the Collateral Trustee, for the benefit of the Secured Parties, and hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, pursuant to the terms of the Agreement, including as hereby amended, a security interest in all of such Grantor’s right, title and interest in, to and under, the Permanent Pledged Grantor Collateral (as defined in the Agreement, including as hereby amended), in each case, whether now owned or hereafter acquired or arising and (ii) each Permanent Equity Grantor party hereto hereby assigns and pledges to the Collateral Trustee, for the benefit of the Secured Parties, and hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, pursuant to the terms of the Agreement, including as hereby amended, a security interest in all of such Grantor’s right, title and interest in, to and under, the Permanent Pledged Equity Collateral (as defined in the Agreement, including as hereby amended), in each case, whether now owned or hereafter acquired or arising.

SECTION 1.3. Affirmation. The Agreement is and shall remain in full force and effect in accordance with its terms, as hereby amended, and is hereby ratified and confirmed in all respects. For greater certainty and without limiting the foregoing, each Grantor party hereto hereby confirms that the liens and security interest granted by such Grantor pursuant to the Agreement (including as hereby amended) in its Permanent Pledged Collateral at any time, including as of the date of the Agreement, shall continue to secure the repayment and performance of the Secured Obligations (as defined in the Agreement, including as hereby amended). The execution, delivery, and performance of this Amendment shall not operate as a waiver of, or an amendment of, any right, power, or remedy of the Collateral Trustee or any other Secured Party under the Agreement or any other Collateral Document. Each Grantor party hereto hereby ratifies and reaffirms the continuing effectiveness of all agreements entered into with the Agreement and the other Collateral Documents.

SECTION 2.1. Each of the Issuer and the other Grantors party hereto jointly and severally represents and warrants as of the date hereof that:

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SECTION 3.1. This Amendment shall become effective upon the execution and delivery of this Amendment by each party hereto.

SECTION 4.1. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic communication of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment. This Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. This Amendment shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Collateral Trustee and a counterpart hereof shall have been executed on behalf of the Collateral Trustee, and thereafter shall be binding upon such Grantor and the Collateral Trustee and their respective permitted successors and assigns, and shall inure to the benefit of such Grantor, the Collateral Trustee and the other Secured Parties and their respective permitted successors and assigns, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Amendment or the Indentures. This Amendment shall be construed as a separate agreement with respect to each Grantor and may be amended, restated, amended and restated, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder.

SECTION 4.2. Severability; Integration. If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. This Amendment and any agreements or letters (including fee letters) executed in connection herewith contains the final and complete integration of all prior and contemporaneous expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all prior and contemporaneous oral or written understandings.

SECTION 4.3. Effect of Amendment. It is understood and agreed that each reference to the Agreement in each of the Indentures or any other Collateral Document, whether direct or indirect, shall hereafter be deemed to be a reference to the Agreement, including as amended by this Amendment. This Amendment shall not constitute a novation of any obligation owing under the Agreement or any of the other Collateral Documents.

SECTION 4.4. Governing Law. The terms of Sections 7.15 through 7.17 of the Collateral Trust Agreement with respect to governing law, waiver of jury trial, submission to jurisdiction and venue are hereby incorporated by reference herein, mutatis mutandis, as if fully set forth herein, and the parties hereto agree to such terms.

SECTION 4.5. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

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SECTION 4.6. Concerning the Collateral Trustee. The Collateral Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Amendment or for or in respect of the recitals contained herein, all of which are made solely by the Issuer and the other Grantors party hereto.

REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.

[Signature Page to First Amendment to Pledge and Security Agreement]

[Signature Page to First Amendment to Pledge and Security Agreement]

[Signature Page to First Amendment to Pledge and Security Agreement]

Annex A

Pledge and Security Agreement, as amended by the First Amendment to Pledge and Security Agreement dated as of August 4, 2025

(Attached).

Annex A

PLEDGE AND SECURITY AGREEMENT

dated as of

October 31, 2024

among

THE GRANTORS IDENTIFIED HEREIN

and

EACH OF THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Collateral Trustee

TABLE OF CONTENTS

-i-

-ii-

This PLEDGE AND SECURITY AGREEMENT dated as of October 31, 2024, among Finance of America Funding LLC, a Delaware limited liability company (the “Issuer”), the other Grantors (as defined below) from time to time hereto and U.S. Bank Trust Company, National Association (“U.S. Bank”) as collateral trustee for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Trustee”).

Reference is made to (i) that certain Indenture, dated as of the date hereof (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Senior Secured Notes Indenture”) among the Issuer, the guarantors party thereto, U.S. Bank, as trustee, and the Collateral Trustee governing the Issuer’s 7.875% Senior Secured Notes due 2026 (the “Senior Secured Notes”), (ii) that certain Indenture, dated as of the date hereof (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Exchangeable Notes Indenture” and together with the Senior Secured Notes Indenture, the “Indentures”) among the Issuer, the guarantors party thereto, U.S. Bank, as trustee, and the Collateral Trustee governing the Issuer’s 10.000% Exchangeable Senior Secured Notes due 2029 (the “Exchangeable Notes” and together with the Senior Secured Notes, the “Notes”) and (iii) that certain Collateral Trust Agreement, dated as of the date hereof (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, (the “Collateral Trust Agreement”), among the Issuer, the grantors from time to time party thereto, U.S. Bank, as trustee for the Senior Secured Notes, U.S. Bank, as trustee for the Exchangeable Notes, the Collateral Trustee, and each other Secured Notes Representative (as defined in the Collateral Trust Agreement) from time to time party thereto. In consideration for the issuance of the Notes under the Indenture and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, each Grantor has agreed to secure the obligations of such Grantor under the Indentures and the Notes, as set forth herein. Accordingly, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

ARTICLE I

Definitions

Section 1.01. Definitions.

(a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Indentures or the Collateral Trust Agreement, as applicable. All terms defined in the UCC (as defined herein) and not otherwise defined in this Agreement, the Indentures or the Collateral Trust Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the UCC.

(b) The rules of construction specified in Section 1.03 of the Indentures also apply to this Agreement.

Section 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Account Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

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“Agreement” means this Pledge and Security Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Amendment Effective Date” means August 4, 2025.

“Article 9 Collateral” has the meaning assigned to such term in Section 3.01(a).

“Article 9 Security Interest” has the meaning assigned to such term in Section 3.01.

“August Consent Supplemental Indentures” means the form of supplemental indentures attached as Exhibits B and C to that certain Consent Support Agreement, dated as of August 4, 2025, by and among the Issuer, Finance of America Equity Capital LLC, Finance of America Holdings LLC, Incenter LLC, Finance of America Mortgage LLC, FOA Reverse, and MM Risk and, as of the Amendment Effective Date, each of the holders of the Senior Secured Notes and/or the Exchangeable Notes party thereto (the “Support Agreement”).

“Collateral” means (i) until the Working Capital Notes Termination, the Initial Collateral and (ii) from and after the Working Capital Notes Termination, the Permanent Pledged Collateral.

“Collateral Trustee” has the meaning assigned to such term in the recitals of this Agreement.

“Collateral Trust Agreement” has the meaning assigned to such term in the recitals of this Agreement.

“Controlled Accounts” means any account designated as a “Controlled Account” pursuant to the Working Capital Documents.

“Copyright License” means any written agreement, now or hereafter in effect, granting any right to any third party, by an Initial Grantor, under any Copyright now or hereafter owned by any Initial Grantor or that such Initial Grantor otherwise has the right to license, or granting any right to any Initial Grantor under any Copyright now or hereafter owned by any third party, and all rights of such Initial Grantor under any such agreement.

“Copyrights” means all of the following now or hereafter owned or acquired by any Initial Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the USCO.¹

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“Grantors” means the collective reference to the Initial Grantors, the Initial Equity Grantors, the Permanent Grantors and the Permanent Equity Grantors.

“HMSR Instrument” means (a) any trust certificate or other equity instruments (regardless of the form) retained by any Permanent Equity Grantor in connection with the issuance of certificates, notes, securities, indebtedness obligations or other investments directly or indirectly secured or otherwise backed by mortgage servicing rights of FOA Reverse or any of its Affiliates relating to Home Equity Conversion Mortgages pooled into Ginnie Mae HECM Mortgage-Backed Securities and (b) to the extent not included in the assets described above, all of the “call rights” in respect of any such issuance of certificates, notes, securities, indebtedness obligations or other investments, in each case, to the extent retained by such Permanent Grantor.

“HMSR Instruments Account” means the securities account (if any) of any Permanent Equity Grantors holding the HMSR Instrument.

“Incremental Leadenhall Collateral” shall mean (i) the Leadenhall Residual Proceeds, (ii) subject to section 2.07, all rights and privileges with respect to the securities and other property of the Leadenhall Residual Proceeds and (iii) all Proceeds of the foregoing.

“Incremental Permanent Pledged Collateral” has the meaning assigned to such term in Section 2.02(c).

“Incremental Permanent Pledged Equity Collateral” has the meaning assigned to such term in Section 2.02(c).

“Initial Collateral” means the Article 9 Collateral and the Initial Pledged Collateral.

“Initial Equity Grantors” means FOA Reverse, and Finance of America Mortgage LLC, a Delaware limited liability company.

“Initial Collateral Excluded Assets” means (a) any Working Capital Excluded Assets and (b) any Pledged Risk Retention Instruments relating to, or equity interests in any of the following entities: Finance of America Structured Securities Trust, Series 2022-S6B, Finance of America Structured Securities RMF Trust, Series 2023-RMF1 and Finance of America HECM Buyout 2024-HB1 and the proceeds thereof.

“Initial Grantor Pledged Equity” has the meaning assigned to such term in Section 2.01(a).

“Initial Grantors” means, the Issuer, the Parent Guarantor, Finance of America Holdings LLC, a Delaware limited liability company, Incenter LLC, a Delaware limited liability company, and MM Risk and each Subsidiary of the Issuer that becomes a party to this Agreement after the date hereof and prior to the Working Capital Notes Termination, in each case, other than the Initial Equity Grantors.

“Initial Pledge” has the meaning assigned to such term in Section 2.01(a).

“Initial Pledged Collateral” has the meaning assigned to such term in Section 2.01(b).

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“Initial Pledged Debt” has the meaning assigned to such term in Section 2.01(a).

“Initial Pledged Equity” has the meaning assigned to such term in Section 2.01(b).

“Initial Pledged Equity Collateral” has the meaning assigned to such term in Section 2.01(b).

“Initial Pledged Equity Grantor Equity” has the meaning assigned to such term in Section 2.01(b)(i).

“Initial Pledged Grantor Collateral” has the meaning assigned to such term in Section 2.01(a).

“Initial Pledged Securities” means the Initial Pledged Equity and Initial Pledged Debt.

“Intellectual Property” means all intellectual and similar property of every kind and nature now or hereafter owned or acquired by any Initial Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, the intellectual property rights in software and databases and related documentation, and all additions and improvements to the foregoing.

“Intellectual Property Security Agreements” means the short-form Patent Security Agreement, short-form Trademark Security Agreement, and short-form Copyright Security Agreement, each substantially in the form attached hereto as Exhibits II, III and IV, respectively.

“Leadenhall Residual Proceeds” means the right to receive residual proceeds from the Joint Securities Account (defined in the Amended and Restated Join Securities Account Control Agreement, dated as of November 29, 2023 among Deutsche Bank National Trust Company, as securities intermediary, FOA Reverse, Leadenhall Life SMA III ICA V and Customers Bank (as defined therein)) securing certain facilities, after the prior payment in full of (x) each of the secured parties with respect thereto pursuant to the Intercreditor Agreement, dated as of November 29, 2023, by and among FOA Reverse, Leadenhall Life SMA III ICA V, as collateral agent under the Leadenhall Facility and Customers Bank, as the lender under the Customers Facility and (y) the Working Capital Notes.

“License” means any (i) Patent License, (ii) Trademark License, (iii) Copyright License or other Intellectual Property license or sublicense agreement to which any Initial Grantor is a party, together with any and all (x) renewals, extensions, supplements and continuations thereof, (y) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder or with respect thereto, including damages and payments for past, present or future infringements or violations thereof, and (z) rights to sue for past, present and future violations thereof.

“Material Adverse Effect” means a (a) material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Parent Guarantor, the Issuer and its Restricted Subsidiaries, taken as a whole; (b) material adverse effect on the ability of the Issuer and the Guarantors (taken as a whole) to fully and timely perform any of their material payment obligations under the Indentures or any Collateral Documents to which the Issuer or any of the Guarantors is a party; or (c) material adverse effect on the rights and remedies available to the Holders or the Collateral Trustee under the Indentures and any other Collateral Documents.

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“MM Risk” means MM Risk Retention LLC, a Delaware limited liability company.

“Patent License” means any written agreement, now or hereafter in effect, granting to any third party, by an Initial Grantor, any right to make, use or sell any invention on which a Patent now or hereafter owned by any Initial Grantor or that any Initial Grantor otherwise has the right to license, is in existence, or granting to any Initial Grantor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party, is in existence, and all rights of any Initial Grantor under any such agreement.

“Patents” means all of the following now or hereafter owned or acquired by any Initial Grantor: (a) all letters Patent of the United States or any other country in or to which any Initial Grantor now or hereafter has any right, title or interest therein, all registrations and recordings thereof, and all applications for letters Patent of the United States or any other country, including registrations, recordings and pending applications in the USPTO, and (b) all reissues, continuations, divisions, continuations-in-part, renewals, improvements or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Permitted Liens” means Liens permitted under Section 4.12 of the Indentures.

“Permanent Equity Grantor” means FOA Reverse and each other Grantor or other entity that becomes a party to this Agreement on or after the date hereof that, in either case, holds Permanent Pledged Equity Collateral.

“Permanent Collateral Excluded Assets” means any Pledged Risk Retention Instruments relating to, or equity interests in any of the following entities: Finance of America Structured Securities Trust, Series 2022-S6B, Finance of America Structured Securities RMF Trust, Series 2023-RMF1 and Finance of America HECM Buyout 2024-HB1 and the proceeds thereof.

“Permanent Grantors” means MM Risk and each other Grantor or other entity that becomes a party to this Agreement on or after the date hereof that, in either case, holds Pledged Risk Retention Instruments or the Debt Service Reserve.

“Permanent Grantor Pledged Equity” has the meaning assigned to such term in Section 2.02(a).

“Permanent Pledge” has the meaning assigned to such term in Section 2.02(a).

“Permanent Pledged Grantor Collateral” has the meaning assigned to such term in Section 2.02(a).

“Permanent Pledged Collateral” has the meaning assigned to such term in Section 2.02(b).

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“Permanent Pledged Equity” has the meaning assigned to such term in Section 2.02(b).

“Permanent Pledged Equity Grantor Equity” has the meaning assigned to such term in Section 2.02(b)(i).

“Permanent Pledged Equity Collateral” has the meaning assigned to such term in Section 2.02(b).

“Pledged Certificated Securities” means any promissory notes, stock certificates, unit certificates, limited or unlimited liability membership certificates or other securities represented by a certificate now or hereafter included in the Initial Pledged Collateral or the Permanent Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Initial Pledged Collateral or the Permanent Pledged Collateral. Pledged Certificated Securities shall include the Pledged Risk Retention Instruments.

“Pledged Equity” means the Initial Pledged Equity and the Permanent Pledged Equity.

“Pledged Risk Retention Instruments” means all equity instruments required to be retained by MM Risk, any other Guarantor or any other majority owned affiliate thereof in connection with the issuance of proprietary reverse mortgage loan asset-backed securitizations, which, for the avoidance of doubt shall include (whether held by the holder of residual certificates, by holding equity of the issuer of securitizations or in any other form):

(a) (1) any residual interests representing the most subordinate economic tranche issued by any issuing entity in connection with any proprietary reverse mortgage loan asset-backed securitization required to be retained by any Permanent Grantor and (2) any other unrated interests required to be retained by any Permanent Grantor in connection with the issuance of any such securitization;

(b) all of the equity interests required to be retained by any Permanent Grantor in connection with the issuance of proprietary reverse mortgage loan asset-backed securitizations by the Issuer or any other Grantor; and

(c) to the extent not included in the assets described above, all of the “call rights” in respect of proprietary reverse mortgage loan asset-backed securitizations by any Permanent Grantor, in each case, to the extent retained or controlled by such Permanent Grantor.

“Pledged Risk Retention Instruments Account” means the securities account of MM Risk or another Initial Grantor or Permanent Grantor holding the Pledged Risk Retention Instruments.

“Pledged Securities” means, collectively, the Pledged Equity (including the Pledged Risk Retention Instruments) and, the Initial Pledged Debt and the HMSR Instruments.

“Secured Obligations” means the “Secured Notes Obligations” defined in the Collateral Trust Agreement.

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“Secured Parties” means the “Secured Notes Secured Parties” defined in the Collateral Trust Agreement.

“Security Agreement Supplement” means an instrument substantially in the form of Exhibit I hereto.

“Security Interest” has the meaning assigned to such term in Section 3.01.

“Trademark License” means any written agreement, now or hereafter in effect, granting to any third party, by an Initial Grantor, any right to use any Trademark now or hereafter owned by any Initial Grantor or that any Initial Grantor otherwise has the right to license, or granting to any Initial Grantor any right to use any Trademark now or hereafter owned by any third party, and all rights of any Initial Grantor under any such agreement.

“Trademarks” means all of the following now or hereafter owned or acquired by any Initial Grantor: (a) all trademarks, service marks, trade names, corporate names, trade dress, domain names, logos, designs, fictitious business names and other source or business identifiers, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the USPTO or any similar offices in any other country or State of the United States or any political subdivision thereof, and all extensions or renewals thereof, as well as any unregistered trademarks and service marks used by an Initial Grantor and (b) all goodwill connected with the use of and symbolized thereby.

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“Working Capital Excluded Assets” has the meaning assigned to “Excluded Assets” in the Working Capital Documents.

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ARTICLE II

Pledge of Securities

Section 2.01. Pledge Until the Working Capital Notes Termination.

(a) On the date hereof until the Working Capital Notes Termination, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each of the Initial Grantors hereby assigns and pledges to the Collateral Trustee, for the benefit of the Secured Parties, and hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a security interest (the “Initial Pledge”) in all of such Initial Grantor’s right, title and interest in, to and under the following, in each case, whether now owned or hereafter acquired or arising:

(i) (A) all Equity Interests held by it, including those that are listed on Schedule I-A, and any other Equity Interests obtained in the future by such Initial Grantor and the certificates representing all such Equity Interests and (B) all Pledged Risk Retention Instruments, including those that are listed on Schedule I-A and the certificates representing all such Pledged Risk Retention Instruments (the “Initial Grantor Pledged Equity”); provided that the Initial Grantor Pledged Equity shall not include any Initial Collateral Excluded Assets;

(ii) (A) the debt securities owned by it, including those listed opposite the name of such Initial Grantor on Schedule I-A representing those in excess of $5,000,000, (B) any debt securities obtained in the future by such Initial Grantor and (C) the promissory notes and any other instruments evidencing Indebtedness owed to it or obtained in the future by such Initial Grantor (the “Initial Pledged Debt”); provided that the Initial Pledged Debt shall not include any Initial Collateral Excluded Assets;

(iii) all other property that may be delivered to and held by the Collateral Trustee pursuant to the terms of this Section 2.01(a) and Section 2.02;

(iv) subject to Section 2.07, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clause (i) and (ii) above;

(v) subject to Section 2.07, all rights and privileges of such Initial Grantor with respect to the securities and other property referred to in clauses (i) through (iv) above; and

(vi) all Proceeds of any of the foregoing;

(the items referred to in clauses (i) through (vi) above being collectively referred to as the “Initial Pledged Grantor Collateral”; provided that, the Initial Pledged Grantor Collateral shall not include any Initial Collateral Excluded Assets).

(b) On the date hereof until the Working Capital Notes Termination, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each of the Initial Equity Grantors hereby assigns and pledges to the Collateral Trustee, for the benefit of the Secured Parties, and hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in all of such Initial Equity Grantor’s right, title and interest in, to and under the following, in each case, whether now owned or hereafter acquired or arising:

(i) all Equity Interests held by it that are listed on Schedule I-B, and any other Equity Interests obtained in the future by such Initial Equity Grantor and the certificates representing all such Equity Interests (the “Initial Pledged Equity Grantor Equity”, together with Grantor Pledged Equity, the “Initial Pledged Equity”); provided that the Initial Pledged Equity Grantor Equity shall not include any Initial Collateral Excluded Assets;

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(ii) the Leadenhall Residual Proceeds;

(iii) subject to Section 2.07, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clause (i) above;

(iv) subject to Section 2.07, all rights and privileges of such Initial Equity Grantor with respect to the securities and other property referred to in clauses (i) through (iii) above; and

(v) all Proceeds of any of the foregoing;

(the items referred to in clauses (i) through (v) above being collectively referred to as the “Initial Pledged Equity Collateral,” together with the Initial Pledged Grantor Collateral, the “Initial Pledged Collateral”; provided that, the Initial Pledged Collateral shall not include any Initial Collateral Excluded Assets).

TO HAVE AND TO HOLD the Initial Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Trustee, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Section 2.02. Permanent Pledge.

(a) On the date hereof, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each of the Permanent Grantors hereby assigns and pledges to the Collateral Trustee, for the benefit of the Secured Parties, and hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a security interest (the “Permanent Pledge”) in all of such Permanent Grantor’s right, title and interest in, to and under the following, in each case, whether now owned or hereafter acquired or arising:

(i) (A) all Pledged Risk Retention Instruments, including those that are listed on Schedule I-C and the certificates representing all such Pledged Risk Retention Instruments (the “Permanent Grantor Pledged Equity”); provided that the Permanent Grantor Pledged Equity shall not include any Permanent Collateral Excluded Assets;

(ii) the Pledged Risk Retention Instruments Account;

(iii) subject to Section 2.07, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clause (i) above;

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(iv) subject to Section 2.07, all rights and privileges of such Permanent Grantor with respect to the securities and other property referred to in clauses (i)through (iii) above; and

(v) all Proceeds of any of the foregoing;

(the items referred to in clauses (i) through (v) above being collectively referred to as the “Permanent Pledged Grantor Collateral”; provided that, the Permanent Pledged Grantor Collateral shall not include any Permanent Collateral Excluded Assets).

(b) On the date hereof and as of the Amendment Effective Date, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each of the Permanent Equity Grantors hereby assigns and pledges to the Collateral Trustee, for the benefit of the Secured Parties, and hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in all of such Permanent Equity Grantor’s right, title and interest in, to and under the following, in each case, whether now owned or hereafter acquired or arising:

(i) all Equity Interests held by it that are listed on Schedule I-D and the certificates, if any, representing all such Equity Interests (the “Permanent Pledged Equity Grantor Equity”, together with Permanent Grantor Pledged Equity, the “Permanent Pledged Equity”); provided that the Permanent Pledged Equity Grantor Equity shall not include any Permanent Collateral Excluded Assets;

(ii) the Debt Service Reserve and all funds held therein;

(iii) the Collateral Disposition Deposit Account and all funds held therein;

(iv) subject to Section 2.07, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clause (i) above;

(v) the Leadenhall Residual Proceeds;

(vvi) subject to Section 2.07, all rights and privileges of such Permanent Equity Grantor with respect to the securities and other property referred to in clauses (i) through (ivv) above; and

(vii ) all Proceeds of any of the foregoing;

(viii) (the items referred to in clauses (i) through (vii) above and the Incremental Permanent Pledged Equity Collateral being collectively referred to as the “Permanent Pledged Equity Collateral”, together with the Permanent Pledged Grantor Collateral and the Incremental Permanent Pledged Collateral, the “Permanent Pledged Collateral”; provided that, the Permanent Pledged Collateral shall not include any Permanent Collateral Excluded Assets).

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(c) On the Amendment Effective Date, as security for the payment or performance, as the case may be, in full of the Secured Obligations, each of the Permanent Equity Grantors hereby assigns and pledges to the Collateral Trustee, for the benefit of the Secured Parties, and hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in all of such Permanent Equity Grantor’s right, title and interest in, to and under the following, in each case, whether now owned or hereafter acquired or arising:

(i) each HMSR Instrument;

(ii) each HMSR Instruments Account;

(iii) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clause (i) above;

(iv) all rights and privileges of such Permanent Grantor with respect to the securities and other property referred to in clauses (i)through (iii) above; and

(v) all Proceeds of any of the foregoing;

(the items referred to in clauses (i) through (v) above shall constitute “Incremental Permanent Pledged Equity Collateral” and “Incremental Permanent Pledged Collateral”).

TO HAVE AND TO HOLD the Permanent Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Trustee, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Section 2.03. Delivery of the Pledged Securities and Control.

(a) Subject to the Junior Lien Intercreditor Agreement, each Grantor, as applicable, agrees promptly (but in any event within thirty (30) days of the date hereof and in the case of Pledged Certificated Securities obtained after the date hereof in accordance with Section 12.04 of the Indentures, to deliver or cause to be delivered to the Collateral Trustee (or its bailee), for the benefit of the Secured Parties, any and all (i) Pledged Equity constituting Pledged Certificated Securities and (ii) to the extent required to be delivered pursuant to paragraph (b) of this Section 2.03, Initial Pledged Debt constituting Pledged Certificated Securities. Notwithstanding the foregoing, no certificates representing the Pledged Risk Retention Instruments shall be required to be physically delivered to the Collateral Trustee on or after the date hereof and instead shall be credited to the Pledged Risk Retention Instruments Account, subject to a control agreement in accordance with Sections 2.03(c) and (d). Notwithstanding the foregoing, no certificates representing the HMSR Instrument shall be required to be physically delivered to the Collateral Trustee and instead shall be credited to the HMSR Instruments Account, subject to a control agreement in accordance with Section 2.03(i).

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(b) Subject to the Junior Lien Intercreditor Agreement at any time prior to the Working Capital Notes Termination, each Grantor will cause any Indebtedness for borrowed money having an aggregate principal amount in excess of $5,000,000 owed to such Grantor by any Person that is evidenced by a duly executed promissory note to be pledged and delivered to the Collateral Trustee or its bailee, for the benefit of the Secured Parties.

(c) Subject to the Junior Lien Intercreditor Agreement, upon delivery to the Collateral Trustee or its bailee, any Pledged Certificated Securities, to the extent applicable, shall be accompanied by undated stock or security powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Trustee and by such other instruments and documents as are necessary (or as the Collateral Trustee may reasonably request). Each delivery of Pledged Certificated Securities shall be accompanied by a schedule describing the Pledged Certificated Securities, which schedule shall be deemed to supplement Schedule I-A, Schedule I-B, Schedule I-C or Scheduled I-D, as applicable, and made a part hereof; provided that failure to supplement Schedule I-A, Schedule I-B, Schedule I-C or Scheduled I-D, as applicable, shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered. Notwithstanding the foregoing, no certificates representing the Pledged Risk Retention Instruments shall be required to be physically delivered to the Collateral Trustee and instead shall be credited to the Pledged Risk Retention Instruments Account, subject to the control agreement in favor of the Working Capital Agent as bailee and agent for the Collateral Trustee at any time prior to the Working Capital Notes Termination and, on and after the Working Capital Notes Termination, the Securities Account Control Agreement in accordance with Section 2.03(d).

(d) Within 45 days after the Issue Date (or such longer period as necessary so long as the Issuer delivers to the Collateral Trustee an officer’s certificate indicating the delay and certifying it is using commercially reasonably efforts to effect the steps contemplated hereby), each Grantor, to the extent such Grantor holds Pledged Risk Retention Instruments, shall cause to be perfected (in addition to perfection by the filing of financing statements) on and after the Working Capital Notes Termination, the security interests in the Pledged Risk Retention Instruments pursuant to a springing securities account control agreement in form and substance reasonably necessary to effect such perfection (the “Securities Account Control Agreement”).

(e) Within 60 days after the Issue Date (or such longer period as necessary so long as the Issuer delivers to the Collateral Trustee an officer’s certificate indicating the delay and certifying it is using commercially reasonably efforts to effect such perfection), each Grantor, to the extent such Grantor holds the Collateral Disposition Deposit Account, shall cause to be perfected the security interests in the Collateral Disposition Deposit Account pursuant to a springing deposit account control agreement in form and substance reasonably necessary to effect such perfection.

(f) Within 60 days after the Issue Date (or such longer period as necessary so long as the Issuer delivers to the Collateral Trustee an officer’s certificate indicating the delay and certifying it is using commercially reasonably efforts to effect such perfection), the Permanent Equity Grantor shall cause to be perfected the security interests in the Debt Service Reserve pursuant to a deposit account control agreement in form and substance necessary to effect such perfection.

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(g) Within 60 days after the Issue Date (or such longer period as necessary so long as the Issuer delivers to the Collateral Trustee an officer’s certificate indicating the delay and certifying it is using commercially reasonably efforts to effect such perfection), each Initial Grantor shall cause to be perfected the security interests in each Controlled Account held in its name as of the date hereof pursuant to a deposit account control agreement in form and substance necessary to effect any such perfection.

(h) Within 60 days after the designation of any account as a Controlled Account (or such longer period as necessary so long as the Issuer delivers to the Collateral Trustee an officer’s certificate indicating the delay and certifying it is using commercially reasonably efforts to effect such perfection), the Initial Grantor in whose name such Controlled Account has been opened shall cause to be perfected the security interests in such Controlled Account pursuant to a deposit account control agreement in form and substance necessary to effect any such perfection.

(i) Within 45 days after the issuance of any HMSR Instrument (or such longer period as necessary so long as the Issuer delivers to the Collateral Trustee an officer’s certificate indicating the delay and certifying it is using commercially reasonably efforts to effect the steps contemplated hereby), each Permanent Equity Grantor that holds such HMSR Instruments, shall cause to be perfected the security interests in such HMSR Instrument pursuant to a springing securities account control agreement in form and substance necessary to effect such perfection (in addition to perfection by the filing of financing statements).

Section 2.04. Representations, Warranties and Covenants.

(a) Each Initial Grantor and Initial Equity Grantor, as applicable, represents and warrants as of the date hereof and each other date expressly required by the Indentures and covenants to and with the Collateral Trustee, for the benefit of the Secured Parties, that:

(i) as of the date hereof, Schedules I-A and I-B sets forth (i) all Equity Interests owned by such Initial Grantor or Initial Equity Grantor required to be pledged by such Initial Grantor or Initial Equity Grantor hereunder to satisfy any requirements of the Indentures and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Initial Pledged Equity owned by such Initial Grantor or Initial Equity Grantor, (ii) all Pledged Risk Retention Instruments and (iii) all Initial Pledged Debt owned by such Initial Grantor required to be pledged hereunder to satisfy any requirements of the Indentures;

(ii) the Initial Pledged Equity and Initial Pledged Debt issued by the Issuer, the Parent Guarantor or a Restricted Subsidiary have been duly and validly authorized and issued by the issuers thereof and, in the case of the Initial Pledged Equity, are fully paid and nonassessable (to the extent such concept is applicable), and in the case of the Initial Pledged Debt, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditors’ rights generally;

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(iii) except for the security interests granted to the Collateral Trustee hereunder and under any other Collateral Documents, the security interests granted to the Working Capital Agent under the Working Capital Documents and under any other Collateral Document, such Initial Grantor and Initial Equity Grantor, as applicable (i) is, subject to any transfers made in compliance with the Indentures or the Collateral Trust Agreement, the direct owner, beneficially and of record, of the Initial Pledged Equity and Initial Pledged Debt indicated on Schedule I-A or Schedule I-B as owned by such Initial Grantor or Initial Equity Grantor, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) the other Permitted Liens (including the Liens for the Working Capital Notes), and (iii) if requested by the Collateral Trustee, will defend its title or interest thereto or therein against any and all Liens (other than the Liens permitted pursuant to this Section 2.04(a)(iii)), however arising, of all Persons whomsoever;

(iv) except for restrictions and limitations (i) imposed or permitted by the Indentures, the Notes or securities laws generally and (ii) in the case of Pledged Equity of Persons that are not Subsidiaries, transfer restrictions that exist at the time of acquisition of Equity Interests in such Persons, the Initial Pledged Collateral is freely transferable and assignable, and none of the Pledged Collateral is subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties the pledge of such Initial Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Trustee of rights and remedies hereunder;

(v) the execution and performance by the Initial Grantors and Initial Equity Grantors of this Agreement are within each Initial Grantor’s or Initial Equity Grantor’s corporate, limited liability company or limited partnership powers and have been duly authorized by all necessary corporate, limited liability company or limited partnership action or other organizational action;

(vi) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Initial Grantors and Initial Equity Grantors in favor of the Collateral Trustee for the benefit of the Secured Parties and (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given, or made or to be in full force and effect pursuant to any requirements of the Indentures);

(vii) by virtue of the execution and delivery by each Initial Grantor and Initial Equity Grantor of this Agreement and (i) subject to the Junior Lien Intercreditor Agreement at any time prior to the Working Capital Notes Termination, the delivery of the Pledged Certificated Securities (excluding the Pledged Risk Retention Instruments) to the Collateral Trustee in accordance with this Agreement and the continued possession by the Collateral Trustee of such Pledged Certificated Securities (excluding the Pledged Risk Retention Instruments) in the State of Minnesota and (ii) upon execution of the Securities Account Control Agreement pursuant to Section 2.03(d) with respect to the

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Pledged Risk Retention Instruments, the Collateral Trustee for the benefit of the Secured Parties has a legal, valid and perfected lien upon and security interest in such Pledged Certificated Securities as security for the payment and performance of the Secured Obligations to the extent such perfection is governed by the UCC, subject only to Permitted Liens; and

(viii) the pledge effected hereby is effective to vest in the Collateral Trustee, for the benefit of the Secured Parties, the rights of a secured party in the Initial Pledged Collateral to the extent intended hereby.

(b) Each Permanent Grantor and Permanent Equity Grantor, as applicable, represents and warrants as of the date hereof and each other date expressly required by the Indentures and the Collateral Trust Agreement and covenants to and with the Collateral Trustee, for the benefit of the Secured Parties, that:

(i) as of the date hereof, Schedules I-C and I-D sets forth (i) all Equity Interests owned by such Permanent Grantor or Permanent Equity Grantor required to be pledged by such Permanent Grantor or Permanent Equity Grantor hereunder from and after the Working Capital Notes Termination in order to satisfy the requirements of the Indentures and Collateral Documents and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Permanent Pledged Equity owned by such Permanent Grantor or Permanent Equity Grantor, (ii) all Pledged Risk Retention Instruments and (iii) all Permanent Pledged Debt owned by such Initial Grantor required to be pledged hereunder;

(ii) the Permanent Pledged Equity issued by FOA Reverse have been duly and validly authorized and issued by the issuers thereof and, in the case of the Permanent Pledged Equity, are fully paid and nonassessable (to the extent such concept is applicable), except to the extent that enforceability of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditors’ rights generally;

(iii) except for the security interests granted to the Collateral Trustee hereunder and under any other Collateral Documents, the security interests granted to the Working Capital Agent under the Working Capital Documents (solely prior to the Working Capital Notes Termination), such Permanent Grantor and Permanent Equity Grantor, as applicable (i) is, subject to any transfers made in compliance with the Indentures or the Collateral Trust Agreement, the direct owner, beneficially and of record, of the Permanent Pledged Equity indicated on Schedule I-C or Schedule I-D as owned by such Permanent Grantor or Permanent Equity Grantor, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) the other Permitted Liens, and (iii) if requested by the Collateral Trustee, will defend its title or interest thereto or therein against any and all Liens (other than the Liens permitted pursuant to this Section 2.04(b)(iii)), however arising, of all Persons whomsoever;

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(iv) except for restrictions and limitations (i) imposed or permitted by the Indentures and the Notes or securities laws generally and (ii) in the case of Pledged Equity of Persons that are not Subsidiaries, transfer restrictions that exist at the time of acquisition of Equity Interests in such Persons, the Permanent Pledged Collateral is freely transferable and assignable, and none of the Permanent Pledged Collateral is subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties the pledge of such Permanent Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Trustee of rights and remedies hereunder;

(v) the execution and performance by the Permanent Grantors and Permanent Equity Grantors of this Agreement are within each Permanent Grantor’s or Permanent Equity Grantor’s corporate, limited liability company or limited partnership powers and have been duly authorized by all necessary corporate, limited liability company or limited partnership action or other organizational action;

(vi) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Permanent Grantors and Permanent Equity Grantors in favor of the Collateral Trustee for the benefit of the Secured Parties and (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given, or made or to be in full force and effect pursuant to any requirements of the Indentures and the other Collateral Documents);

(vii) by virtue of the execution and delivery by each Permanent Grantor and Permanent Equity Grantor of this Agreement and (i) the delivery of the Pledged Certificated Securities (excluding the Pledged Risk Retention Instruments) to the Collateral Trustee in accordance with this Agreement and the continued possession by the Collateral Trustee of such Pledged Certificated Securities (excluding the Pledged Risk Retention Instruments) in the State of New York and (ii) upon execution of a control agreement with respect to the Pledged Risk Retention Instruments, the Collateral Trustee for the benefit of the Secured Parties has a legal, valid and perfected lien upon and security interest in such Pledged Certificated Securities as security for the payment and performance of the Secured Obligations to the extent such perfection is governed by the UCC, subject only to Permitted Liens; and

(viii) the pledge effected hereby is effective to vest in the Collateral Trustee, for the benefit of the Secured Parties, the rights of a secured party in the Permanent Pledged Collateral to the extent intended hereby.

Notwithstanding anything to the contrary in this Agreement, to the extent any provision of this Agreement or the Indentures excludes any assets from the scope of the Pledged Collateral, or from any requirement to take any action to perfect any security interest in favor of the Collateral Trustee for the benefit of the Secured Parties in the Pledged Collateral, the representations, warranties and covenants made by any relevant Grantor in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Collateral Trustee for the benefit of the Secured Parties (including, without limitation, this Section 2.04) shall be deemed not to apply to such Permanent Collateral Excluded Assets.

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Section 2.05. Certification of Limited Liability Company and Limited Partnership Interests. No interest in any limited liability company or limited partnership controlled by any Grantor that constitutes Pledged Equity, shall be represented by a certificate unless (i) the limited liability company agreement or partnership agreement expressly provides that such interests shall be a “security” within the meaning of Article 8 of the UCC of the applicable jurisdiction, and (ii) such certificate shall be, subject to the Junior Lien Intercreditor Agreement, delivered to the Collateral Trustee in accordance with Section 2.03. Any limited liability company and any limited partnership controlled by any Grantor shall either (a) not include in its operative documents any provision that any Equity Interests in such limited liability company or such limited partnership be a “security” as defined under Article 8 of the UCC or (b) certificate any Equity Interests in any such limited liability company or such limited partnership. To the extent an interest in any limited liability company or limited partnership controlled by any Grantor and pledged under Section 2.01 or Section 2.02 is certificated or becomes certificated, (i) each such certificate shall, subject to the Junior Lien Intercreditor Agreement, be delivered to the Collateral Trustee, pursuant to Section 2.03(a); and (ii) such Grantor shall fulfill all other requirements under Section 2.03 applicable in respect thereof. This Section 2.05 shall not apply to Pledged Risk Retention Instruments.

Section 2.06. Registration in Nominee Name; Denominations. If an Event of Default shall have occurred and be continuing and the Collateral Trustee shall have given the Issuer at least one (1) Business Day’s prior written notice of its intent to exercise such rights, (a) the Collateral Trustee, on behalf of the Secured Parties, shall have the right to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Trustee and each Grantor will promptly give to the Collateral Trustee copies of any written notices or other written communications received by it with respect to Pledged Equity registered in the name of such Grantor and (b) the Collateral Trustee shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement, to the extent not prohibited by the documentation governing such Pledged Securities and applicable laws.

Section 2.07. Voting Rights; Dividends and Interest.

(a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Trustee shall have provided at least one (1) Business Day’s prior written notice to the Issuer that the rights of the Grantors under this Section 2.07 are being suspended:

(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof and each Grantor agrees that it shall exercise such rights for purposes consistent with the terms of this Agreement, the Indentures and the other Collateral Documents.

(ii) The Collateral Trustee shall promptly (after reasonable advance notice by such Grantor) execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.

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(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indentures, the other Collateral Documents and applicable laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Initial Pledged Equity, Permanent Pledged Equity or Initial Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Initial Pledged Collateral or the Permanent Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Trustee and the Secured Parties and shall be delivered to the Collateral Trustee pursuant to Section 2.02(a) and in the same form as so received (with any necessary endorsement or any endorsement reasonably requested by the Collateral Trustee). So long as no Default or Event of Default has occurred and is continuing, the Collateral Trustee shall promptly deliver to each Grantor any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities permitted by the Indentures in accordance with this Section 2.06(a)(iii).

(b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Trustee shall have provided at least one (1) Business Day’s prior written notice to the Issuer of the suspension of the Grantors’ rights under paragraph (a)(iii) of this Section 2.07, then, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.07 shall cease, and all such rights shall thereupon become vested in the Collateral Trustee, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.07 shall be held in trust for the benefit of the Collateral Trustee, shall be segregated from other property or funds of such Grantor and shall be promptly (and in any event within 10 days or such longer period as the Collateral Trustee may agree in its reasonable discretion) delivered to the Collateral Trustee upon demand in the same form as so received (with any necessary endorsement or any endorsement reasonably requested by the Collateral Trustee). Any and all money and other property paid over to or received by the Collateral Trustee pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Trustee in an account to be established by the Collateral Trustee upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Collateral Trustee shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions received by it that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.07 and that remain in such account.

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(c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Trustee shall have provided at least one (1) Business Day’s prior written notice to the Issuer of the suspension of its rights under paragraph (a)(i) of this Section 2.07, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.07, and the obligations of the Collateral Trustee under paragraph (a)(ii) of this Section 2.07, shall cease, and all such rights shall thereupon become vested in the Collateral Trustee, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that the Collateral Trustee shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of the Collateral Trustee under paragraph (a)(ii) of this Section 2.07 shall be reinstated.

(d) Any notice given by the Collateral Trustee to the Issuer under Section 2.06 or this Section 2.07 (i) shall be given in writing, (ii) may be given with respect to one or more Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.07 in part without suspending all such rights (as specified by the Collateral Trustee in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Trustee’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

Section 2.08. Ownership of HMSR Instruments . From and after the Amendment Effective Date, the Permanent Grantors shall cause any HMSR Instrument to be held only by FoA Reverse or a Risk Retention Entity.

ARTICLE III

Security Interests in Personal Property

Section 3.01. Security Interest.

(a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Initial Grantor, solely until to the Working Capital Notes Termination, hereby assigns and pledges to the Collateral Trustee, for the benefit of the Secured Parties, and hereby grants to the Collateral Trustee for the benefit of the Secured Parties, a security interest (the “Article 9 Security Interest” and, together with the Initial Pledge, collectively, the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Initial Grantor or in which such Initial Grantor now has or at any time in the future, solely until to the Working Capital Notes Termination, may acquire any right, title or interest (collectively, the “Article 9 Collateral”):

(i) all Accounts;

(ii) all Chattel Paper;

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(iii) all Deposit Accounts, all Securities Accounts and all Commodities Accounts, including all Controlled Accounts and Pledged Risk Retention Instruments Account, together with all amounts on deposit from time to time thereto;

(iv) all Documents;

(v) all Equipment;

(vi) all General Intangibles;

(vii) all Goods;

(viii) all Instruments;

(ix) all Inventory;

(x) all Investment Property;

(xi) all books and records pertaining to the Article 9 Collateral;

(xii) all Fixtures;

(xiii) all Letter-of-Credit Rights, but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement;

(xiv) all Intellectual Property and Licenses; and

(xv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing;

provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Initial Collateral Excluded Assets in the case of any Initial Collateral and the term “Article 9 Collateral” shall not include any Initial Collateral Excluded Assets; provided, further, that (i) if and when any assets shall cease to be an Initial Collateral Excluded Asset, a Lien on and security in such assets shall be automatically deemed granted therein until, if ever, such assets shall again become Initial Collateral Excluded Assets and (ii) a Lien on and security in such property shall be automatically deemed granted on any and all Proceeds of Excluded Assets, to the extent such Proceeds do not themselves constitute Initial Collateral Excluded Assets.

(b) Subject to Section 3.01(e), each Initial Grantor hereby irrevocably authorizes (but does not obligate) the Collateral Trustee, prior to the Working Capital Notes Termination, for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as “all assets,” “all personal property” or “All assets

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of the Grantor whether now existing or hereafter acquired, including all proceeds thereof” of such Initial Grantor or words of similar effect or as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and, if required, any organizational identification number issued to such Initial Grantor. Each Initial Grantor agrees to make such filings and to provide such information to the Collateral Trustee promptly upon any reasonable request.

(c) The Article 9 Security Interest is granted as security only and shall not subject the Collateral Trustee or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Initial Grantor with respect to or arising out of the Article 9 Collateral.

(d) The Collateral Trustee is authorized (but not obligated) to file with the USPTO or the USCO (or any successor office) such documents executed by each Initial Grantor, as applicable, which shall be executed by such Initial Grantor as may be necessary or advisable (or as the Collateral Trustee may reasonably request) for the purpose of creating, attaching and perfecting the Article 9 Security Interest in United States Intellectual Property of such Initial Grantor in which a security interest has been granted by each Initial Grantor and naming any Initial Grantor or the Initial Grantors as debtors and the Collateral Trustee as secured party. No Initial Grantor shall be required to complete any filings governed by non-United States laws or take any other action with respect to the perfection of the Article 9 Security Interest created hereby in any Intellectual Property subsisting in any non-United States jurisdiction.

(e) Notwithstanding anything to the contrary in the Indentures, none of the Initial Grantors shall be required, nor is the Collateral Trustee authorized, (i) to perfect the Security Interest granted by this Agreement (including the Article 9 Security Interest in Investment Property and Fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s), (B) filings with the USPTO or the USCO, as applicable, with respect to Intellectual Property of the Initial Grantors as expressly required elsewhere herein, (C) delivery to the Collateral Trustee to be held in its possession of all Collateral consisting of Instruments and certificated Pledged Equity as expressly required elsewhere herein (excluding the Pledged Risk Retention Instruments) or (D) other methods expressly provided herein and in the Indentures, (ii) to enter into any deposit account control agreement, securities account control agreement or any other control agreement with respect to any deposit account, securities account or any other Collateral that requires perfection by “control” other than with respect to the Debt Service Reserve, the Collateral Disposition Deposit Account, the Controlled Accounts and the Pledged Risk Retention Instruments Account, (iii) to take any action (other than the actions listed in clauses (i)(A) and (C) above) with respect to any assets located outside of the United States, (iv) to perfect in any assets subject to a certificate of title statute, (v) to deliver any Equity Interests except as expressly provided in Section 2.01, Section 2.02 or Section 2.05 or (vi) to deliver any landlord waivers, bailee letters, estoppels, warehouseman waivers or other collateral access or similar letters or agreements. For the avoidance of doubt, no certificates representing the Pledged Risk Retention Instruments shall be required to be physically delivered to the Collateral Trustee. Delivery of control of the Pledged Risk Retention Instruments shall be provided in accordance with Section 2.03.

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Section 3.02. Representations and Warranties. Each Initial Grantor jointly and severally represents and warrants as of the date hereof and each other date prior to the Working Capital Notes Termination expressly required by the Indentures, as to itself and the other Initial Grantors, to the Collateral Trustee and the Secured Parties that:

(a) Subject to Permitted Liens, each Initial Grantor has good and valid rights in and title (except as otherwise permitted by the Indentures) to the Article 9 Collateral with respect to which it has purported to grant the Article 9 Security Interest hereunder and has full power and authority to grant to the Collateral Trustee the Article 9 Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained and those consents or approvals, the failure of which to be obtained or to be made could not reasonably be expected to have a Material Adverse Effect.

(b) Subject to Section 3.01(e), the UCC financing statements or other appropriate filings, recordings or registrations prepared by the Initial Grantors for filing in the applicable filing office (or specified by notice from the Issuer to the Collateral Trustee after the date hereof in the case of filings, recordings or registrations (other than filings required to be made in the USPTO and the USCO in order to perfect the Article 9 Security Interest in Article 9 Collateral consisting of United States Patents, Trademarks and Copyrights and exclusive Copyright Licenses of United States registered Copyrights granted to a Grantor) are all of the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Trustee (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Article 9 Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC, and no further or subsequent filing, re-filing, recording, rerecording, registration or re-registration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.

(c) Subject to the requirements of the Indentures, each Initial Grantor represents and warrants that within thirty (30) days of the date hereof that (i) short-form Intellectual Property Security Agreements containing a description of all Article 9 Collateral consisting of United States issued Patents (and Patents for which United States applications are pending), United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights and exclusive Copyright Licenses of United States registered Copyrights granted to an Initial Grantor, respectively (other than, in each case, any Initial Collateral Excluded Assets), will be executed by the applicable Initial Grantor owning any such Article 9 Collateral recorded by the Initial Grantors with the USPTO and the USCO pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, (for the benefit of the Secured Parties) in respect of all such Article 9 Collateral and (ii) to the extent a security interest in such Article 9 Collateral may be perfected by filing, recording or registration in the USPTO or USCO under federal intellectual property laws, then the recording of such Intellectual Property Security Agreements with the USPTO and the USCO will be sufficient to establish a legal, valid and perfected security interest in favor of the Collateral Trustee, for the benefit of the Secured Parties, in all such Article 9 Collateral and no further or subsequent filing, re-filing, recording, rerecording, registration or re-registration is necessary (other than (i) such filings and actions as are necessary to perfect the

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Article 9 Security Interest with respect to any such Article 9 Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) and exclusive Copyright Licenses of United States registered Copyrights acquired, applied for or developed by any Grantor after the date hereof, as applicable, and (ii) the UCC financing and continuation statements contemplated in Section 3.02(b)).

(d) The Article 9 Security Interest constitutes (i) a legal and valid security interest in all the Initial Grantor’s Article 9 Collateral securing the payment and performance of the Secured Obligations, (ii) subject to the filings described in Section 3.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC and (iii) subject to the filings described in Section 3.02(c), a security interest that shall be perfected in all Article 9 Collateral in which a security interest may be perfected upon the receipt and recording of an Intellectual Property Security Agreement with the USPTO and the USCO, as applicable, within the three-month period after the date hereof pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the one-month period after the date hereof pursuant to 17 U.S.C. § 205. The Article 9 Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Permitted Liens.

(e) The Article 9 Collateral is held by the Initial Grantors free and clear of any Lien, except for Permitted Liens. None of the Initial Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the UCC or any other applicable laws covering any Article 9 Collateral, (ii) any assignment in which any Initial Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the USPTO or the USCO or (iii) any assignment in which any Initial Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, filings contemplated hereby, for Permitted Liens and assignments permitted or not prohibited by the Indentures.

Section 3.03. Covenants.

(a) The Issuer agrees to notify the Collateral Trustee in writing promptly, but in any event within 60 days , after any change in (i) the legal name of any Grantor, (ii) the identity or type of organization or corporate structure of any Grantor or (iii) the jurisdiction of organization of any Grantor. Each Grantor agrees to promptly provide the Collateral Trustee, upon its reasonable request, the certified operative documents reflecting any of the changes in the preceding sentence.

(b) Subject to the requirements of the Indentures, Section 3.01(e) and Section 3.03(f)(iv), prior to the Working Capital Notes Termination, each Initial Grantor shall, at its own expense, as necessary (or upon the reasonable request of the Collateral Trustee), use commercially reasonable efforts necessary to defend title to the Article 9 Collateral against all Persons and to defend the Article 9 Security Interest of the Collateral Trustee in the Article 9 Collateral and the priority thereof against any Lien not constituting Permitted Liens; provided that, nothing in this Agreement shall prevent any Initial Grantor from discontinuing the operation or maintenance of

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any of its assets or properties if such discontinuance is not prohibited by the Indentures. Subject to the requirements of the Indentures, each Grantor, as applicable, shall, at its own expense, upon the reasonable request of the Collateral Trustee, use commercially reasonable efforts necessary to defend title to the Permanent Collateral against all Persons and to defend the Security Interest of the Collateral Trustee in the Permanent Collateral and the priority thereof against any Lien not constituting Permitted Liens; provided that, nothing in this Agreement shall prevent any Grantor from discontinuing the operation or maintenance of any of its assets or properties if such discontinuance is not prohibited by the Indentures.

(c) Subject to the requirements of the Indentures and Section 3.01(e), prior to the Working Capital Notes Termination, each Initial Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as are necessary (or as the Collateral Trustee may from time to time reasonably request) to better assure, preserve, protect and perfect the Article 9 Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Article 9 Security Interest and the filing of any financing statements or other documents in connection herewith or therewith. Subject to the requirements of the Indentures each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as are necessary (or the Collateral Trustee may from time to time reasonably request) to better assure, preserve, protect and perfect the security interest in the Permanent Collateral and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the security interest in the Permanent Collateral and the filing of any financing statements or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Article 9 Collateral that is in excess of $5,000,000 shall be or become evidenced by any promissory note, other instrument or debt security, such note, instrument or debt security shall be promptly (and in any event within thirty (30) days of its acquisition) pledged and delivered to the Collateral Trustee, for the benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory to the Collateral Trustee.

(d) At its option, after the occurrence and during the continuance of an Event of Default, the Collateral Trustee may, but shall not be obligated to, discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not constituting Permitted Liens, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Initial Grantor fails to do so as required by the Indentures or any other Collateral Document and within a reasonable period of time after the Collateral Trustee has requested that it do so, and each Initial Grantor jointly and severally agrees to reimburse the Collateral Trustee within ten (10) Business Days after demand for any payment made or any reasonable expense incurred by the Collateral Trustee pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing any Initial Grantor from the performance of, or imposing any obligation on the Collateral Trustee or any Secured Party to cure or perform, any covenants or other promises of any Initial Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Collateral Documents.

(e) [Reserved].

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(f) Intellectual Property Covenants.

(i) Other than to the extent not prohibited herein or in the Indentures or with respect to registrations and applications which are no longer used or useful, solely prior to the Working Capital Notes Termination, except to the extent failure to act would not, as deemed by the applicable Initial Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property for which such Initial Grantor has standing to do so, each Initial Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the USPTO, the USCO and any other Governmental Authority located in the United States, to pursue the registration and maintenance of each U.S. Patent, Trademark, or Copyright registration or application now or hereafter included in the Intellectual Property of such Initial Grantor that are not Initial Collateral Excluded Assets.

(ii) Other than to the extent not prohibited herein or in the Indentures, or with respect to registrations and applications which are no longer used or useful, or except as would not, as deemed by the applicable Initial Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect and solely prior to the Working Capital Notes Termination, no Initial Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property, excluding Initial Collateral Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known).

(iii) Other than as excluded or as not prohibited herein or in the Indentures and solely prior to the Working Capital Notes Termination, or with respect to Patents, Copyrights or Trademarks which are no longer used or useful in the applicable Initial Grantor’s business operations or except where failure to do so would not, as deemed by the applicable Initial Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Initial Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking commercially reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality.

(iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Collateral Document prevents or shall be deemed to prevent any Initial Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Indentures or if such Initial Grantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business.

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(v) Prior to the Working Capital Notes Termination, each Initial Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property constituting Article 9 Collateral after the date hereof, (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property shall automatically become Intellectual Property subject to the terms and conditions of this Agreement.

(vi) Within the same delivery period as required for the delivery of the quarterly and annual financial statements required to be delivered under the Indentures and solely prior to the Working Capital Notes Termination, the Issuer shall (i) provide a list of any U.S. Intellectual Property registrations and applications and exclusive Licenses of United States registered Copyrights constituting Article 9 Collateral of all Initial Grantors not previously disclosed to the Collateral Trustee, including such information as is necessary for such Grantor to make appropriate filings in the USPTO and USCO and (ii) execute and file with the USPTO and USCO, as applicable, an Intellectual Property Security Agreement to record the grant of the security interest hereunder in such Article 9 Collateral. As soon as practicable upon each such filing and recording, such Initial Grantor shall deliver to the Collateral Trustee true and correct copies of the relevant documents, instruments and receipts evidencing such filing and recording.

ARTICLE IV

Remedies

Section 4.01. Remedies Upon Default.

Upon the occurrence and during the continuance of an Event of Default, it is agreed that the Collateral Trustee shall have the right, but not the obligation, to exercise any and all rights afforded to a secured party with respect to the Secured Obligations, under the UCC or other applicable law and also may (i) require each applicable Grantor to, and each applicable Grantor agrees that it will at its expense and upon request of the Collateral Trustee, promptly assemble all or part of the Collateral as directed by the Collateral Trustee and make it available to the Collateral Trustee at a place and time to be designated by the Collateral Trustee that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased (it being acknowledged and agreed that none of applicable Grantors are required to obtain any waiver or consent from any owner of such leased premises in connection with such occupancy or attempted occupancy) by any of the applicable Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such applicable Grantor in respect of such occupation; provided that the Collateral Trustee shall provide the applicable Grantor with reasonable prior notice thereof which in any event shall be at least 10 days prior to such occupancy; (iii) exercise any and all rights and remedies of any of the applicable Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Trustee shall provide the applicable Grantor with reasonable notice thereof prior to such exercise (it being understood that the notice in the next paragraph is reasonable); and (iv) subject to the mandatory requirements of applicable law and the notice requirements described below, sell or otherwise dispose of all or any part of the Collateral securing the Secured Obligations at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Trustee shall deem appropriate. The Collateral Trustee shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the

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Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Trustee shall have the right, but not the obligation, to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any applicable Grantor, and each applicable Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any law now existing or hereafter enacted.

The Collateral Trustee shall give the applicable Grantors at least ten (10) days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Collateral Trustee’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Trustee may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Trustee may (in its sole and absolute discretion) determine. The Collateral Trustee shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Trustee until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any applicable Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any applicable Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any applicable Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Trustee shall be free to carry out such sale pursuant to such agreement and no applicable Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Trustee shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Trustee may, but shall not be obligated to, proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent in other jurisdictions.

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Each Grantor irrevocably makes, constitutes and appoints the Collateral Trustee (and all officers, employees or agents designated by the Collateral Trustee) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of Default (provided that the Collateral Trustee shall provide the applicable Grantor with notice thereof prior to, to the extent reasonably practicable, or otherwise promptly after, exercising such rights), for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies if insurance, (ii) making all determinations and decisions with respect thereto and (iii) obtaining or maintaining customary policies of insurance satisfactory to the Collateral Trustee or to pay any premium in whole or in part relating thereto. All sums disbursed by the Collateral Trustee in connection with this paragraph, including reasonable and documented out-of-pocket attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable within ten (10) days of demand, by the Grantors to the Collateral Trustee and shall be additional Secured Obligations secured hereby.

Section 4.02. Application of Proceeds. The Collateral Trustee shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, in accordance with the Indentures and the Collateral Trust Agreement.

The Collateral Trustee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Trustee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of purchase money therefor by the Collateral Trustee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Trustee or such officer or be answerable in any way for the misapplication thereof.

The Collateral Trustee shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations, provided that nothing in this sentence shall prevent any Grantor or Equity Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Trustee pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error).

Section 4.03. Grant of License to Use Intellectual Property. Prior to the Working Capital Notes Termination, for the exclusive purpose of enabling the Collateral Trustee to exercise rights and remedies under this Agreement at such time as the Collateral Trustee shall be lawfully entitled to exercise such rights and remedies at any time after and the occurrence and during the continuance of an Event of Default, each Initial Grantor hereby grants to the Collateral Trustee, effective as of the occurrence of an Event of Default, a non-exclusive, royalty-free, limited license (until the waiver or cure of all Events of Default and the delivery by the Issuer to the Collateral

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Trustee of a certificate of an authorized officer of the Issuer to that effect) to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Initial Grantor consisting of Collateral, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, in each case, subject to any Initial Grantor’s obligations of confidentiality; provided, however, that (i) all of the foregoing rights of the Collateral Trustee to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Issuer to the Collateral Trustee of a certificate of an authorized officer of the Issuer to that effect and shall be exercised by the Collateral Trustee solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be re-instituted upon any subsequent Events of Default), and (ii) nothing in this Section 4.03 shall require Initial Grantors to grant any license or sublicense that is prohibited by any rule of law, or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of cancellation of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that (x) any such license or sublicense granted by the Collateral Trustee to a third party (including the access rights set forth above), shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that the incorporation of standard or customary terms and conditions used by the Grantor in its own Intellectual Property licenses or agreements as of the date of the Event of Default satisfies the foregoing criteria) and (y) without limiting any other rights and remedies of the Collateral Trustee under this Agreement, the Collateral Trust Agreement, the Indentures or applicable law, nothing in the foregoing license grant shall be construed as granting the Collateral Trustee rights in and to such Intellectual Property above and beyond (A) the rights to such Intellectual Property that each Grantor has reserved for itself and (B) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder. For the avoidance of doubt, the use of such license by the Collateral Trustee may be exercised, at the option of the Collateral Trustee, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Trustee may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

ARTICLE V

Subordination

Section 5.01. Subordination.

(a) Notwithstanding any provision of this Agreement to the contrary, all rights of the applicable Grantors to indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the payment in full in cash of the Secured Obligations. No failure on the part of any Grantor to make the payments required under applicable law or otherwise shall in any respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the full amount of the obligations of such Grantor hereunder.

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(b) Each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after notice from the Collateral Trustee, all Indebtedness owed to it by any other Grantor shall be fully subordinated to the payment in full in cash of the Secured Obligations.

ARTICLE VI

Miscellaneous

Section 6.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in the applicable provisions of the Indentures. All communications and notices hereunder to any Grantor shall be given to it in care of the Issuer.

Section 6.02. Waivers; Amendment.

(a) No failure or delay by any Secured Party in exercising any right, remedy, power or privilege hereunder or under the Indentures shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges of the Secured Parties herein provided, and provided under the Indentures and the other Collateral Documents, are cumulative and are not exclusive of any rights, remedies, powers and privileges provided by law. No waiver of any provision of this Agreement or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Trustee and any Grantor with respect to which such waiver, amendment or modification is to apply, subject to any consent or other documentation required in accordance with the applicable provisions under the Indentures.

Section 6.03. Collateral Trustee’s Fees and Expenses; Indemnification.

(a) The parties hereto agree that the Collateral Trustee shall be entitled to reimbursement of its reasonable and documented out-of-pocket expenses incurred hereunder and indemnity for its actions in connection herewith as provided in the Collateral Trust Agreement and the Indentures.

(b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement, the Indentures and other Collateral Documents, the consummation of the transactions

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contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement, the Indentures and other Collateral Documents, any investigation made by or on behalf of the Collateral Trustee or any other Secured Party, or the earlier removal or resignation of the Collateral Trustee. All amounts due under this Section 6.03 shall be payable within thirty (30) days of written demand therefor.

Section 6.04. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Section 6.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the applicable Grantor hereunder and in the Indentures and the other Collateral Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the Secured Parties and shall survive the execution and delivery of the Indentures and the other Collateral Documents, regardless of any investigation made by any Secured Party or on its behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default at the time the Indentures are outstanding, and shall continue in full force and effect as long as this Agreement has not been terminated or released pursuant to Section 6.11 below.

Section 6.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic communication of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement. This Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Collateral Trustee and a counterpart hereof shall have been executed on behalf of the Collateral Trustee, and thereafter shall be binding upon such Grantor and the Collateral Trustee and their respective permitted successors and assigns, and shall inure to the benefit of such Grantor, the Collateral Trustee and the other Secured Parties and their respective permitted successors and assigns, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Indentures. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, restated, amended and restated, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder.

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Section 6.07. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 6.08. Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process.

(a) The terms of Sections 7.15 through 7.17 of the Collateral Trust Agreement with respect to governing law, waiver of jury trial, submission to jurisdiction and venue are incorporated by reference, mutatis mutandis, and the parties hereto agree to such terms.

(b) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

Section 6.09. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

Section 6.10. Security Interest Absolute. To the extent permitted by law, all rights of the Collateral Trustee hereunder, the Article 9 Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Indentures, any other Collateral Documents, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Indentures, any other Collateral Documents or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) subject only to termination of a Grantor’s obligations hereunder in accordance with the terms of Section 6.11, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement.

Section 6.11. Termination or Release.

(a) This Agreement, the Security Interest and all other security interests granted hereby shall automatically terminate with respect to all Secured Obligations and any Liens granted under this Agreement or arising therefrom shall be automatically released upon termination of the Collateral Trust Agreement and payment in full of all Secured Obligations (other than contingent indemnification obligations not yet accrued and payable).

(b) The Security Interest and all other security interests granted hereby shall automatically terminate with respect to all Secured Obligations and any Liens granted under this Agreement securing all or any portion of the Collateral shall be automatically released hereunder to the extent permitted to be released in accordance with Section 12.02 of the Indentures and Section 4.1 of the Collateral Trust Agreement, including without limitation, as to any Collateral that does not constitute Permanent Collateral, upon the Working Capital Notes Termination.

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(c) Subject to Section 4.1 of the Collateral Trust Agreement, the Issuer or any Grantor shall be entitled to request the Collateral Trustee to release any Grantor from all obligations hereunder and to terminate the Security Interest in the Collateral of such Grantor, in each case, if all of the Equity Interests of such Subsidiary owned by any Grantor are sold or transferred in a transaction permitted under the Indentures and the Collateral Trust Agreement or such Grantor ceases to be a Subsidiary Guarantor under and as defined in the Indenture or at any time prior to the Working Capital Termination, becomes an Excluded Subsidiary under and as defined in the Working Capital Documents.

(d) Subject to Section 4.1 of the Collateral Trust Agreement, the Issuer and each Grantor shall be entitled to request the Collateral Trustee to release the Security Interest in any Collateral (i) at the time any Collateral is disposed or to be disposed as part of or in connection with any Asset Sale or Collateral Disposition (each as defined in the Indentures) that is permitted under the Indentures to any Person other than a Person required to grant a Lien to the Collateral Trustee or (ii) upon any Collateral becoming (and for so long as such asset constitutes) an Initial Collateral Excluded Asset in the case of any Initial Collateral or a Permanent Collateral Excluded Asset in the case of any Permanent Pledged Collateral.

(e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or, (d) or (f) of this Section 6.11, upon receipt of any documents required to be delivered under the Indentures or the Collateral Trust Agreement, the Collateral Trustee shall execute and deliver to any Grantor, at such Grantor’s expense, as applicable, all documents that such Grantor shall reasonably request to evidence such termination or release and shall perform such other actions reasonably requested by such Grantor to effect such release, including delivery of Pledged Certificated Securities then in the Collateral Trustee’s possession. Any execution and delivery of documents pursuant to this Section 6.11 shall be without recourse to or warranty by the Collateral Trustee.

(f) The Security Interest and all other security interests granted hereby in the Incremental Leadenhall Collateral and the Incremental Permanent Pledged Collateral shall automatically terminate with respect to all Secured Obligations and any Liens granted under this Agreement in the Incremental Leadenhall Collateral and the Incremental Permanent Pledged Collateral shall be automatically released hereunder the earlier of (i) the Outside Date (as defined in the Support Agreement) if at such date the August Consent Supplemental Indentures have not been entered into and (ii) upon payment in full of the Non-Extendable Notes (as defined in the August Consent Supplemental Indentures) at the Scheduled Maturity Date (as defined in the Indenture).

Section 6.12. Additional Grantors.

(a) Pursuant to the Indentures, certain additional Restricted Subsidiaries of the Issuer may be required to become party to this Agreement as a Grantor. Upon execution and delivery by a Restricted Subsidiary of a Security Agreement Supplement, such Restricted Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein.

(b) [reserved].

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(c) The execution and delivery of any such instrument described in clause (a) above shall not require the consent of any other Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

Section 6.13. Collateral Trustee Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Trustee the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Trustee may deem necessary or advisable to accomplish the purposes hereof at any time after the occurrence and during the continuance of an Event of Default, which appointment is irrevocable during the continuance of such Event of Default and is coupled with an interest. Without limiting the generality of the foregoing, the Collateral Trustee shall have the right, but not the obligation, upon the occurrence and during the continuance of an Event of Default and after notice by the Collateral Trustee to the applicable Grantor of the Collateral Trustee’s intent to exercise such rights, with full power of substitution either in the Collateral Trustee’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any applicable Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any applicable Grantor to notify, Account Debtors to make payment directly to the Collateral Trustee; (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Trustee were the absolute owner of the Collateral for all purposes; (i) to make, settle and adjust claims in respect of Article 9 Collateral under policies of insurance, to endorse the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance; (j) to make all determinations and decisions with respect thereto and (k) to obtain or maintain customary policies of insurance or to pay any premium in whole or in part relating thereto; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Trustee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Trustee, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Trustee and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction.

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Section 6.14. Initial Collateral and Permanent Collateral. This Agreement is intended to provide (x) prior to the Working Capital Notes Termination, a grant of security interests by the Initial Equity Grantors and the Initial Grantors in the Initial Collateral and (y) on and after the Working Capital Notes Termination, (i) a grant of security interests by the Permanent Grantors and the Permanent Equity Grantors in the Permanent Collateral and (ii) the automatic release of any Collateral that does not constitute Permanent Collateral. This Section 6.14 shall prevail to the extent of any inconsistency herewith in this Agreement or any other Collateral Document.

Section 6.15. Reasonable Care. The Collateral Trustee is required to use reasonable care in the custody and preservation of any of the Collateral in its possession; provided, that the Collateral Trustee shall be deemed to have used reasonable care in the custody and preservation of any of the Collateral, if such Collateral is accorded treatment substantially similar to that which the Collateral Trustee, in its individual capacity, accords its own property.

Section 6.16. [Reserved].

Section 6.17. Reinstatement. The obligations of the Grantor under this Agreement shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Issuer, the Grantors or the Guarantors in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

Section 6.18. Miscellaneous. The Collateral Trustee shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and until the Collateral Trustee shall have received a written notice of Event of Default or a written notice from the Grantor or the Secured Parties to the Collateral Trustee in its capacity as Collateral Trustee indicating that an Event of Default has occurred.

Section 6.19. Collateral Documents. Notwithstanding anything to the contrary, the terms of this Agreement are subject to the provisions of the Collateral Trust Agreement, the Junior Lien Intercreditor Agreement or any other intercreditor agreement entered into in accordance with the terms of the Indentures. All representations, warranties and covenants made by any relevant Grantor in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Collateral Trustee for the benefit of the Secured Parties are subject to the provisions of the Collateral Documents, including the Collateral Trust Agreement and the Junior Lien Intercreditor Agreement or any other intercreditor agreement entered into in accordance with the terms of the Indentures.

Section 6.20. The Collateral Trustee. The Collateral Trustee shall be entitled to all of the protections, immunities, rights and indemnities provided to it in the Collateral Trust Agreement, all of which are hereby incorporated herein by reference. Notwithstanding anything else to the contrary set forth herein, whenever reference is made herein or any other Secured Notes Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken (or not to be) suffered or omitted by the Collateral Trustee or to any election, decision, opinion, acceptance, use of judgment expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Trustee, (i) such provision shall refer to the Collateral Trustee exercising each of the foregoing at the instruction of the Controlling Secured Notes Representative and (ii) it is understood that in all cases, the Collateral Trustee shall be fully justified in failing or refusing to take any such action if it shall not have received written

instruction, advice or concurrence from the Controlling Secured Notes Representative in respect of such action.

[Signature Pages FollowOmitted]

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