On January 16, 2024, Five Point Operating Company, LP, a Delaware limited partnership through which Five Point Holdings, LLC owns all of its assets and conducts all of its operations (the Issuer"), and Five Point Capital Corp., a Delaware corporation and wholly owned subsidiary of the Issuer (the Co-Issuer" and, together with the Issuer, the Issuers"), settled the previously announced exchange offer (the Exchange Offer") to exchange any and all of the Issuers' 7.875% Senior Notes due 2025 (the Existing Notes"), of which $625,000,000 aggregate principal amount was outstanding immediately prior to the Exchange Offer, for new 10.500% Initial Rate Senior Notes due 2028 (the New Notes"). Pursuant to the Exchange Offer, the Issuers exchanged $623,500,000 aggregate principal amount of Existing Notes, which represented 99.76% of the Existing Notes outstanding immediately prior to the Exchange Offer, for $523,494,301 aggregate principal amount of New Notes and approximately $100,000,000 of aggregate cash consideration. The New Notes were issued to holders of Existing Notes reasonably believed to be qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the Securities Act"), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2), and outside of the United States, to holders of Existing Notes who are not U.S. persons and who are not acquiring the New Notes for the account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the Securities Act, and in Canada on a private placement basis to holders of Existing Notes who are accredited investors" and permitted clients," each as defined under applicable Canadian provincial securities laws, that in each case are not individuals.

The New Notes were issued pursuant to an indenture, dated as of January 16, 2024 (the Indenture"), among the Issuers, the Guarantors party thereto (the Guarantors"), and Computershare Trust Company, N.A. (the Trustee"). The New Notes will mature on January 15, 2028 (the Maturity Date"). The New Notes accrue interest at a rate of 10.500% per annum from and including January 16, 2024 to, but not including, November 15, 2025, 11.000% per annum from and including November 15, 2025 to, but not including, November 15, 2026, and 12.000% per annum from and including November 15, 2026 to, but not including, the Maturity Date.

Interest on the New Notes is payable semi-annually on each May 15 and November 15, commencing May 15, 2024. The New Notes are guaranteed (the New Note Guarantees"), jointly and severally, by each of the Issuer's existing and future direct and indirect domestic subsidiaries (other than the Co-Issuer) that guarantees its obligations under the Issuer's senior unsecured revolving credit facility (the Revolving Credit Facility"), the Existing Notes that remain outstanding, or any other syndicated loan facility or capital markets indebtedness, subject to certain exceptions. Under certain circumstances, the Guarantors may be automatically released from their New Note Guarantees without the consent of the holders of New Notes.