INDENTURE Dated as of May 10, 2019 Among APX GROUP, INC., as the Issuer, the Guarantors from time to time party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent 8.50% SENIOR SECURED NOTES DUE 2024Indenture • May 10th, 2019 • APX Group Holdings, Inc. • Services-miscellaneous business services • New York
INDENTURE, dated as of May 10, 2019, among APX Group, Inc., a Delaware corporation, the Guarantors (as defined herein) from time to time party hereto and Wilmington Trust, National Association, a national banking association, as Trustee and Collateral Agent.
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 12th, 2013 • APX Group Holdings, Inc. • Delaware
This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of AP AL LLC (the “Company”), is entered into, effective as of October 29, 2008, by APX Alarm Security Solutions, Inc., as the sole equity member (the “Member”), and Lisa A. DeDonato, as the Special Member (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 16, 2012, Amended and Restated as of June 28, 2013 Among APX GROUP, INC., THE GUARANTORS PARTY HERETO FROM TIME TO TIME BANK OF AMERICA, N.A., as Administrative Agent, BANK OF AMERICA, N.A.,...Credit Agreement • September 12th, 2013 • APX Group Holdings, Inc. • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of June 28, 2013, among APX GROUP, INC., a Delaware corporation ( “Borrower”), APX GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), the other Guarantors party hereto from time to time, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent, as L/C Issuer and Swing Line Lender.
AGREEMENT AND PLAN OF MERGER dated as of September 15, 2019 by and among MOSAIC ACQUISITION CORP., MAIDEN MERGER SUB, INC. and VIVINT SMART HOME, INC.Merger Agreement • September 16th, 2019 • APX Group Holdings, Inc. • Services-miscellaneous business services • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of September 15, 2019, is entered into by and among Mosaic Acquisition Corp., a Delaware corporation (“Acquiror”), Maiden Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Vivint Smart Home, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
performance of Executive’s duties hereunder (excluding periods of vacation and sick leave) and will not engage in any other business activities that could conflict with his duties or services to the Company; provided that nothing herein shall preclude...Employment Agreement • March 6th, 2019 • APX Group Holdings, Inc. • Services-miscellaneous business services • New York
CREDIT AGREEMENT Dated as of September 6, 2018, Among APX GROUP, INC., THE GUARANTORS PARTY HERETO FROM TIME TO TIME, BANK OF AMERICA, N.A., as Administrative Agent, and THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME BANK OF AMERICA, N.A. CITIGROUP...Credit Agreement • September 6th, 2018 • APX Group Holdings, Inc. • Services-miscellaneous business services • New York
This CREDIT AGREEMENT is entered into as of September 6, 2018 among APX GROUP, INC., a Delaware corporation ( “Borrower”), APX GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), the other Guarantors party hereto from time to time, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent.
APX GROUP, INC. $225,000,000 8.50% Senior Secured Notes due 2024 REGISTRATION RIGHTS AGREEMENT dated May 10, 2019Registration Rights Agreement • May 10th, 2019 • APX Group Holdings, Inc. • Services-miscellaneous business services • New York
This Registration Rights Agreement (this “Agreement”) is dated as of May 10, 2019, and is entered into by and among APX GROUP, INC., a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (the “Guarantors”) and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as representative (the “Representative”) of the several initial purchasers named on Annex A to the Purchase Agreement referenced below (collectively, the “Initial Purchasers”).
Page ARTICLE VI Miscellaneous SECTION 6.01 Notices ............................ ............................................................................... .20 SECTION 6.02 Waivers; Amendment ..............................................Security Agreement • November 2nd, 2018 • APX Group Holdings, Inc. • Services-miscellaneous business services
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • May 14th, 2020 • APX Group Holdings, Inc. • Services-computer processing & data preparation • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of May 13, 2020 among Vivint Amigo, Inc., a Delaware corporation and Vivint Warranty and Home Insurance, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiaries”), each a subsidiary of APX Group, Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
OPERATING AGREEMENT OF VIVINT PURCHASING, LLCOperating Agreement • September 12th, 2013 • APX Group Holdings, Inc. • Utah
This Operating Agreement (the “Agreement”) has been adopted by Vivint, Inc., a Utah corporation and the sole member (the “Member”) of Vivint Purchasing, LLC, a Utah limited liability company (the “Company”), effective as of June 29, 2011.
TIME-SHARING AGREEMENTTime-Sharing Agreement • March 8th, 2019 • APX Group Holdings, Inc. • Services-miscellaneous business services • Utah
This Time-Sharing Agreement (the “Agreement”) is made and entered into as of ____________ (the “Effective Date”), by and between APX Group, Inc., a Delaware corporation (“Lessor”) and _____________, an individual (“Lessee”), and is made and entered into with reference to the following facts and objectives:
MANAGEMENT SUBSCRIPTION AGREEMENT (Incentive Units)Management Subscription Agreement • September 12th, 2013 • APX Group Holdings, Inc. • Utah
THIS MANAGEMENT SUBSCRIPTION AGREEMENT (this “Agreement”) by and between 313 Acquisition LLC, a Delaware limited liability company (the “Company”), and the individual named on the Master Signature Page hereto (“Executive”) is made as of the date set forth on such Master Signature Page hereto.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • September 12th, 2013 • APX Group Holdings, Inc. • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of December 20, 2012 among 313 Aviation, LLC (the “Guaranteeing Subsidiary”), a subsidiary of APX Group, Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • September 12th, 2013 • APX Group Holdings, Inc. • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of May 14, 2013 among Vivint Wireless, Inc. (the “Guaranteeing Subsidiary”), a subsidiary of APX Group, Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of November 16, 2012, among the other GRANTORS party hereto, BANK OF AMERICA, N.A., as Credit Agreement Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Notes Collateral Agent, and...Intercreditor and Collateral Agency Agreement • September 12th, 2013 • APX Group Holdings, Inc. • New York
INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of November 16, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among 313 GROUP INC., a Delaware corporation (prior to the merger described below, the “Borrower”) which shall be merged with and into APX GROUP, INC., a Delaware corporation on the date hereof and APX GROUP, INC. shall from and after such merger be the “Borrower” for all purposes under this Agreement, the other Grantors party hereto, BANK OF AMERICA, N.A., in its capacity as collateral agent for the Credit Agreement Secured Parties (in such capacity, the “Credit Agreement Collateral Agent”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent for the Senior Secured Notes Secured Parties (in such capacity, the “Notes Collateral Agent”), and each ADDITIONAL COLLATERAL AGENT from time to time party hereto as collateral agent for any First Lien Obligations (as defined below) of any other Class
MANAGEMENT SUBSCRIPTION AGREEMENT (Co-Investment Units)Management Subscription Agreement • September 12th, 2013 • APX Group Holdings, Inc. • New York
THIS MANAGEMENT SUBSCRIPTION AGREEMENT (this “Agreement”) by and between 313 Acquisition LLC, a Delaware limited liability company (the “Company”), and the individual named on the Executive Master Signature Page hereto (“Executive”) is made as of the date set forth on such Executive Master Signature Page hereto.
ContractMerger Agreement • December 19th, 2019 • APX Group Holdings, Inc. • Services-miscellaneous business services
This AMENDMENT NO. 1, dated as of December 18, 2019 (this “Amendment”), to the Agreement and Plan of Merger, dated as of September 15, 2019 (the “Merger Agreement”), by and among Mosaic Acquisition Corp., a Delaware corporation (“Acquiror”), Maiden Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Vivint Smart Home, Inc., a Delaware corporation (the “Company”), is made and entered into by and among Acquiror, Merger Sub and the Company (collectively, the “Parties”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 16, 2012, Amended and Restated as of June 28, 2013 Further Amended and Restated as of March 6, 2015 Among APX GROUP, INC., THE GUARANTORS PARTY HERETO FROM TIME TO TIME BANK OF AMERICA,...Credit Agreement • March 11th, 2015 • APX Group Holdings, Inc. • Services-miscellaneous business services • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March 6, 2015, among APX GROUP, INC., a Delaware corporation ( “Borrower”), APX GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), the other Guarantors party hereto from time to time, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent, as L/C Issuer and Swing Line Lender.
SUNEDISON, INC. 13736 Riverport Drive, Suite 180 Maryland Heights, Missouri July 20, 2015Letter Agreement • July 22nd, 2015 • APX Group Holdings, Inc. • Services-miscellaneous business services • Delaware
This letter agreement (“Agreement”) constitutes an agreement by and among SunEdison, Inc. (“Parent”), Vivint, Inc. (“Vivint”) and Vivint Solar, Inc. (“Company”) with respect to the subject matter hereof. As you know, Vivint (and/or its affiliate) and the Company (and/or its affiliate) are each a party to the agreements set forth in Exhibit A hereto (the “Intercompany Agreements”) pursuant to which each of Vivint (and/or its affiliate), and, if and as applicable, the Company (and/or its affiliate), provides certain rights, licenses and/or services to the other. For clarity, for purposes of any references to “affiliate(s)” in this Agreement, Vivint and its affiliates (other than the Company and its subsidiaries), on the one hand, and the Company and its subsidiaries, on the other hand, shall not be deemed to be affiliates of each other hereunder; and, as of the Effective Time, Parent and its affiliates, will be affiliates of the Company. As an inducement to Parent entering into the Agree
FIRST SUPPLEMENTAL INDENTURE Dated as of August 17, 2016 Among APX GROUP, INC., as the Issuer, the Guarantors party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral AgentFirst Supplemental Indenture • August 17th, 2016 • APX Group Holdings, Inc. • Services-miscellaneous business services • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of August 17, 2016 (this “Supplemental Indenture”), among APX GROUP, INC. (the “Issuer”), as issuer, the Guarantors party hereto (the “Guarantors”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent under the Indenture referred to below.
OPERATING AGREEMENT FOR A Utah Limited Liability CompanyOperating Agreement • September 12th, 2013 • APX Group Holdings, Inc. • Utah
This OPERATING AGREEMENT (the “Agreement”) is made and entered as of November 20, 2012, by APX Group, Inc., a Delaware corporation (the “Member”), as the sole and initial Member of 313 Aviation, LLC, a Utah limited liability company (the “Company”) in order to specify the business and operation of the Company.
TIME-SHARING AGREEMENTTime-Sharing Agreement • January 29th, 2014 • APX Group Holdings, Inc. • Services-miscellaneous business services • Utah
This Time-Sharing Agreement (the “Agreement”) is made and entered into effective as of , 2013 (the “Effective Date”), by and between APX Group, Inc., a Delaware corporation (“Lessor”) and , an individual (“Lessee”), and is made and entered into with reference to the following facts and objectives:
Page 2 of 2Retention Award Agreement • November 2nd, 2018 • APX Group Holdings, Inc. • Services-miscellaneous business services
TRANSACTION AGREEMENTTransaction Agreement • September 12th, 2013 • APX Group Holdings, Inc. • Delaware
This Transaction Agreement (this “Agreement”), dated the date set forth on the signature page hereto (the “Signature Page”), is among the Person designated on the Signature Page as “Buyer,” the Persons specified on the Signature Page as “APX Merger Sub,” “Solar Merger Sub” and “2GIG Merger Sub,” each of which is a Delaware corporation and a wholly owned Subsidiary of Buyer (together, the “Merger Subs,” and each, a “Merger Sub”), APX GROUP, INC., a Delaware corporation (“APX”), V SOLAR HOLDINGS, INC., a Delaware corporation (“Solar”), 2GIG TECHNOLOGIES, INC., a Delaware corporation (“2GIG,” and together with APX and Solar, the “Companies” and each, a “Company”), and the APX Representative, the Solar Representative and the 2GIG Representative (collectively, the “Representatives,” and each, a “Representative”), each acting in accordance with Article IX hereof and solely in such capacities.
Note: Information has been omitted from this agreement pursuant to a request for confidential treatment, and such information has been separately filed with the Securities and Exchange Commission. The omitted information has been marked with a...Consumer Financing Services Agreement • March 7th, 2018 • APX Group Holdings, Inc. • Services-miscellaneous business services • New York
This Second Amended and Restated Consumer Financing Services Agreement is made and entered as of May 31, 2017 by and between APX Group, Inc., a Delaware corporation, having an address at 4931 N. 300, W. Provo, Utah 84604 (“Company”), and Citizens Bank, N.A., a national banking association having an address at One Citizens Plaza, Providence, Rhode Island 02903 (“Supplier” or “Citizens”).
SECURITY AGREEMENT dated as of November 16, 2012 among THE GRANTORS IDENTIFIED HEREIN and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral AgentSecurity Agreement • September 12th, 2013 • APX Group Holdings, Inc. • New York
SECURITY AGREEMENT dated as of November 16, 2012, among the Grantors (as defined below) and Wilmington Trust, National Association, as trustee under the Indenture (defined below) (in such capacity, the “Trustee”) and collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
SECOND SUPPLEMENTAL INDENTURE Dated as of February 1, 2017 Among APX GROUP, INC., as the Issuer, the Guarantors party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral AgentSecond Supplemental Indenture • February 1st, 2017 • APX Group Holdings, Inc. • Services-miscellaneous business services • New York
This SECOND SUPPLEMENTAL INDENTURE, dated as of February 1, 2017 (this “Supplemental Indenture”), among APX GROUP, INC. (the “Issuer”), as issuer, the Guarantors party hereto (the “Guarantors”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent under the Indenture referred to below.
FORM OF NOTE PURCHASE AGREEMENT APX GROUP, INC., as the Issuer, the Guarantors from time to time party hereto and the Purchaser listed on the signature pages hereto 8.875% SENIOR SECURED NOTES DUE 2022 NOTE PURCHASE AGREEMENT Dated as of October 19, 2015Note Purchase Agreement • October 19th, 2015 • APX Group Holdings, Inc. • Services-miscellaneous business services • New York
This Note Purchase Agreement is dated as of October 19, 2015, among APX Group, Inc., a Delaware corporation, the Guarantors (as defined herein) from time to time party hereto and the Purchaser listed on the signature pages hereto, as purchaser (the “Purchaser”), and Wilmington Trust, National Association, as Collateral Agent for the Notes (as defined below).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 16, 2012, Amended and Restated as of June 28, 2013 Further Amended and Restated as of March 6, 2015 Further Amended and Restated as of August 10, 2017 Among APX GROUP, INC., THE...Credit Agreement • August 10th, 2017 • APX Group Holdings, Inc. • Services-miscellaneous business services • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of August 10, 2017 among APX GROUP, INC., a Delaware corporation ( “Borrower”), APX GROUP HOLDINGS, INC., a Delaware corporation (“Holdings”), the other Guarantors party hereto from time to time, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent, as L/C Issuer and Swing Line Lender.
ContractCollateral Agent Joinder Agreement • November 2nd, 2018 • APX Group Holdings, Inc. • Services-miscellaneous business services • New York
FORM OF MANAGEMENT SUBSCRIPTION AGREEMENT (Co-Investment Units)Management Subscription Agreement • September 12th, 2013 • APX Group Holdings, Inc. • Delaware
THIS MANAGEMENT SUBSCRIPTION AGREEMENT (this “Agreement”) by and between 313 Acquisition LLC, a Delaware limited liability company (the “Company”), and the individual named on the Executive Master Signature Page hereto (“Executive”) is made as of the date set forth on such Executive Master Signature Page hereto.
ContractRestricted Stock Unit Agreement • November 2nd, 2018 • APX Group Holdings, Inc. • Services-miscellaneous business services • Utah
ContractManagement Subscription Agreement (Incentive Units) • March 11th, 2016 • APX Group Holdings, Inc. • Services-miscellaneous business services
Reference is made to the Management Subscription Agreement (Incentive Units) (the “Subscription Agreement”) that you entered into with 313 Acquisition LLC (the “Company”) under the 313 Acquisition LLC Unit Plan (the “Plan”), and each and any agreement you entered into pursuant thereto (together with the Subscription Agreement, and the Plan, collectively, your “Equity Agreements”). Capitalized terms used but not defined in this letter shall have the meanings ascribed such terms in the Agreements.
ContractLeave of Absence Agreement • August 11th, 2016 • APX Group Holdings, Inc. • Services-miscellaneous business services
Reference is made to the Management Subscription Agreement (Incentive Units) (the “Subscription Agreement”) that you entered into with 313 Acquisition LLC (the “Company”) under the 313 Acquisition LLC Unit Plan (the “Plan”), each and any agreement you entered into pursuant thereto, and the letter regarding post-termination vesting delivered to you on March 8, 2016 (together with the Subscription Agreement, and the Plan, collectively, your “Equity Agreements”), and the employment agreement entered into by and between you and APX Group, Inc. (together with its affiliates other than Vivint Solar, Inc., “APX Group”) as of March 8, 2016 (the “Employment Agreement”). Capitalized terms used but not defined in this letter shall have the meanings ascribed such terms in the Agreements.
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • May 14th, 2020 • APX Group Holdings, Inc. • Services-computer processing & data preparation • New York
Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of May 13, 2020 among Vivint Amigo, Inc., a Delaware corporation and Vivint Warranty and Home Insurance, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiaries”), a subsidiary of APX Group, Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
