REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2017 • Mosaic Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 18, 2017, is made and entered into by and among Mosaic Acquisition Corp., a Cayman Islands exempted company (the “Company”), Mosaic Sponsor, LLC, a Delaware limited liability company (“Mosaic Sponsor”), and Fortress Mosaic Sponsor LLC, a Delaware limited liability company (together with Mosaic Sponsor, each a “Sponsor” and, collectively, the “Sponsors”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with each Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 24th, 2017 • Mosaic Acquisition Corp. • Blank checks • New York
Mosaic Acquisition Corp. New York, NY 10152Mosaic Acquisition Corp. • August 23rd, 2017 • Blank checks • New York
Mosaic Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer [SUBCRIBER], a Delaware limited liability company (the “Subscriber” or “you”) has made to purchase 4,312,500 of the Company’s Class F ordinary shares (the “Shares”), $0.0001 par value per share (the “Class F Shares”), up to 562,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class F Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class F Shares will convert into Class A Shares on a one-for-one basis, subject to adjustment, upon the terms and conditi
INDEMNITY AGREEMENTIndemnity Agreement • June 4th, 2018 • Mosaic Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 24th, 2017 • Mosaic Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of September 26, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between Mosaic Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Fortress Mosaic Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
MOSAIC ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of September 26, 2017Warrant Agreement • October 24th, 2017 • Mosaic Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 26, 2017, is by and between Mosaic Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • October 24th, 2017 • Mosaic Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of October 18, 2017 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 9, 2021, among APX GROUP HOLDINGS, INC., as Holdings, APX GROUP, INC., as the Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, BANK OF AMERICA, N.A., as Administrative Agent, Swing...Credit Agreement • July 12th, 2021 • Vivint Smart Home, Inc. • Services-computer processing & data preparation • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of July 9, 2021, among APX Group, Inc., a Delaware corporation (the “Borrower”), APX Group Holdings, Inc., a Delaware corporation (“Initial Holdings”), the other Guarantors (such term and any other capitalized terms used but not defined in this introductory paragraph and the Preliminary Statements below are defined in Section 1.01 below) party hereto from time to time, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, each other L/C Issuer and each of the lenders from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
INDENTURE Dated as of February 14, 2020 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 6.75% SENIOR SECURED NOTES DUE 2027Indenture • February 19th, 2020 • Vivint Smart Home, Inc. • Blank checks • New York
INDENTURE, dated as of February 14, 2020, 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.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 6, 2018, Amended and Restated as of February 14, 2020 Among APX GROUP, INC., THE GUARANTORS PARTY HERETO FROM TIME TO TIME, BANK OF AMERICA, N.A., as Administrative Agent, and THE OTHER...Credit Agreement • February 19th, 2020 • Vivint Smart Home, Inc. • Blank checks • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of February 14, 2020 among APX GROUP, INC., a Delaware corporation ( “Borrower”), APX GROUP HOLDINGS, INC., a Delaware corporation (“Initial 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.
EMPLOYMENT AGREEMENTEmployment Agreement • February 24th, 2023 • Vivint Smart Home, Inc. • Services-detective, guard & armored car services • Utah
EMPLOYMENT AGREEMENT (the “Agreement”) dated May 15, 2022 (the “Effective Date”) by and between Vivint Smart Home, Inc., a Delaware corporation (the “Company”) and Dana C. Russell (“Executive”).
October 18, 2017Letter Agreement • October 24th, 2017 • Mosaic Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among Mosaic Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Deutsche Bank Securities Inc. and RBC Capital Markets, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one Warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall b
CONFIDENTIALITY AND LOCKUP AGREEMENTConfidentiality and Lockup Agreement • September 24th, 2019 • Mosaic Acquisition Corp. • Blank checks • New York
This Confidentiality and Lockup Agreement is dated as of September 15, 2019 and is between Mosaic Acquisition Corp., a Delaware corporation (“Mosaic”), and each of the stockholder parties identified on Exhibit A hereto and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with the Company in order to become a “Stockholder Party” for purposes of this Agreement (collectively, the “Stockholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Stockholders Agreement (as defined below).
INDENTURE Dated as of July 9, 2021 Between APX GROUP, INC., as the Issuer, and the Guarantors from time to time party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Paying Agent, Transfer Agent and Registrar $800,000,000 5.75% SENIOR...Indenture • July 12th, 2021 • Vivint Smart Home, Inc. • Services-computer processing & data preparation • New York
INDENTURE, dated as of July 9, 2021, among APX Group, Inc. (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto and Wilmington Trust, National Association, as Trustee, Paying Agent, Transfer Agent and Registrar.
Subscription AgreementSubscription Agreement • December 19th, 2019 • Mosaic Acquisition Corp. • Blank checks • Delaware
WHEREAS, in connection with the proposed business combination (the “Transaction”) between Mosaic Acquisition Corp., a Delaware corporation (the “Company”), Maiden Merger Sub, Inc., a Delaware corporation, and Vivint Smart Home, Inc., a Delaware corporation (“Voyager”), pursuant to an Agreement and Plan of Merger, dated as of September 15, 2019, among the Company, Merger Sub and Voyager (as may be amended and/or restated, including by that certain Amendment No. 1 being entered into concurrently with the execution of this Agreement, the “Transaction Agreement”), the Company proposes to issue and sell to Fayerweather Fund Eiger, L.P. (the “Subscriber”), 5,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), in a private placement transaction (such transaction, the “Subscription”). The Subscriber shall be entitled to purchase the full Subscription on the terms and conditions herein, which shall not be reduced or amended without the
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.Agreement and Plan of Merger • September 16th, 2019 • Mosaic Acquisition Corp. • Blank checks • 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.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • May 11th, 2020 • Vivint Smart Home, Inc. • Blank checks • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of May 6, 2020, between Vivint Smart Home, Inc., a Delaware corporation (the “Guaranteeing Parent”), the indirect parent company of APX Group, Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • February 24th, 2023 • Vivint Smart Home, Inc. • Services-detective, guard & armored car services • 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”).
30,000,000 Units1 Mosaic Acquisition Corp. UNDERWRITING AGREEMENTSecurities Assignment Agreement • October 13th, 2017 • Mosaic Acquisition Corp. • Blank checks • New York
Mosaic Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein
OFFICE SPACE AND RELATED SERVICES AGREEMENTOffice Space and Related Services Agreement • October 24th, 2017 • Mosaic Acquisition Corp. • Blank checks • New York
This OFFICE SPACE AND RELATED SERVICES AGREEMENT (this “AGREEMENT”) is made as of October 18, 2017 by and between Mosaic Strategic Capital LLC, a Delaware limited liability company (“MSC”), and Mosaic Acquisition Corp., a Cayman Islands exempted company (the “Company”) (collectively referred to herein as the “Parties”, and each a “Party”).
December 6, 2022 Todd Santiago (“you” or “Executive”) RE: Side Letter Agreement Regarding Certain Terms of Employment Dear Todd:Vivint Smart Home, Inc. • February 24th, 2023 • Services-detective, guard & armored car services
As you are aware, Vivint Smart Home, Inc. (the “Company”) has entered into a merger agreement (the “Merger Agreement”) with NRG Energy, Inc. (“Parent”) and the other parties enumerated therein, dated as of the date hereof, pursuant to which the Company will be become a wholly owned subsidiary of Parent (the “Merger”).
SERVICES AGREEMENTServices Agreement • October 24th, 2017 • Mosaic Acquisition Corp. • Blank checks • New York
This Services Agreement (this “Agreement”), dated as of October 18, 2017, is entered into between Mosaic Acquisition Corporation, a Delaware Corporation with its principal office at 375 Park Avenue , New York, NY 10152 (“Mosaic”), CFO Bullpen LLC, a New Hampshire limited liability company (“Consultant”) and, solely for purposes of Sections 1 and 6 hereof, William H. Mitchell (“Mitchell”).
SUPPORT AGREEMENTSupport Agreement • September 24th, 2019 • Mosaic Acquisition Corp. • Blank checks • Delaware
This Support Agreement (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 and wholly-owned subsidiary of Acquiror (“Merger Sub”), and 313 Acquisition LLC, a Delaware limited liability company (the “Stockholder”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 27th, 2017 • Mosaic Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of September 26, 2017, between Mosaic Acquisition Corp., a Cayman Islands exempted limited company (the “Company”), the party listed as the purchaser on the signature page hereof (the “Purchaser”), Mosaic Sponsor, LLC and Fortress Mosaic Sponsor LLC (together with Mosaic Sponsor, LLC, the “Sponsors”).
ContractMerger Agreement • December 19th, 2019 • Mosaic Acquisition Corp. • Blank checks
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”).
December 28, 2022 Dana Russell RE: Acceleration of Payments Dear Dana:Vivint Smart Home, Inc. • February 24th, 2023 • Services-detective, guard & armored car services
As you are aware, Vivint Smart Home, Inc., (the “Company”) has entered into an Agreement and Plan of Merger dated December 6, 2022 (the “Merger Agreement”) with NRG Energy, Inc. (“Parent”) and the other parties enumerated therein, pursuant to which the Company will become a wholly owned subsidiary of Parent (the “Transaction”). Reference is made to your employment agreement with the Company, dated as of May 15, 2022 (the “Employment Agreement”) and your side letter agreement with Parent, dated as of December 6, 2022 (together, the “Employment Arrangements”). Terms used but not otherwise defined herein shall have the meaning ascribed to such term in the Employment Arrangement.
ContractForward Purchase Agreement • December 19th, 2019 • Mosaic Acquisition Corp. • Blank checks
This AMENDMENT NO. 1, dated as of December 18, 2019 (this “Amendment”), to the Forward Purchase Agreement, dated as of September 26, 2017 (the “Forward Purchase Agreement”), by and among Mosaic Acquisition Corp., a Delaware corporation (“Mosaic”), Mosaic Sponsor, LLC, Fortress Mosaic Sponsor LLC (together with Mosaic Sponsor, LLC, the “Sponsors”) and the party listed as the purchaser of the signature page hereof (the “Purchaser”), is made and entered into by and among Mosaic, the Sponsors, the Purchaser and Vivint Smart Home, Inc. (“Vivint” and, together with Mosaic, the Sponsors and the Purchaser, the “Parties”).
December 28, 2022 Daniel Garen RE: Acceleration of Payments Dear Daniel:Vivint Smart Home, Inc. • February 24th, 2023 • Services-detective, guard & armored car services
As you are aware, Vivint Smart Home, Inc., (the “Company”) has entered into an Agreement and Plan of Merger dated December 6, 2022 (the “Merger Agreement”) with NRG Energy, Inc. (“Parent”) and the other parties enumerated therein, pursuant to which the Company will become a wholly owned subsidiary of Parent (the “Transaction”). Reference is made to your employment agreement with the Company, dated as of June 20, 2022 (the “Employment Agreement”) and your side letter agreement with the Company and Parent, dated as of December 6, 2022 (together, the “Employment Arrangements”). Terms used but not otherwise defined herein shall have the meaning ascribed to such term in the Employment Arrangement.
AMENDED AND RESTATED SUPPORT AND SERVICES AGREEMENTSupport and Services Agreement • September 24th, 2019 • Mosaic Acquisition Corp. • Blank checks • New York
This AMENDED AND RESTATED SUPPORT AND SERVICES AGREEMENT (this “Agreement”) is dated as of September 15, 2019 and is by and among Mosaic Acquisition Corp., a Delaware corporation (together with its successors, “Vivint”), APX Group, Inc., a Delaware corporation (together with its successors, the “Company” and together with Vivint, the “Company Parties”) that will become an indirect subsidiary of Vivint upon the consummation of the Merger (as defined below), Blackstone Capital Partners VI L.P., a Delaware limited partnership (together with its affiliated co-investing funds, “BCP”), Blackstone Management Partners L.L.C., a Delaware limited liability company (“BMP”) affiliated with The Blackstone Group Inc. (“Blackstone”) and, for the limited purposes stated in Section 9(c), 313 Acquisition LLC, a Delaware limited liability company (“313 Acquisition”). This Agreement amends and restates the Support and Services Agreement, dated as of November 16, 2012, among 313 Acquisition, the Company (f
FIFTH AMENDMENT TO SECOND AMENDED & RESTATED CONSUMER FINANCING SERVICES AGREEMENT Effective Date: January 25, 2022Consumer Financing Services Agreement • March 1st, 2022 • Vivint Smart Home, Inc. • Services-detective, guard & armored car services
WHEREAS, APX Group, Inc. (“Vivint” or “Company”) and Citizens Bank, N.A. (“Citizens” or “Supplier”, and together with Vivint, the “Parties”) entered into that certain Second Amended and Restated Consumer Financing Services Agreement dated as of May 31, 2017 (as amended, the “Agreement”);
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • April 27th, 2020 • Vivint Smart Home, Inc. • Blank checks • New York
This FIRST AMENDMENT (this “Amendment”) to the Stockholders Agreement, dated as of September 15, 2019 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Stockholders Agreement”), by and among Vivint Smart Home, Inc. (f/k/a Mosaic Acquisition Corp.), Legacy Vivint Smart Home, Inc. (f/k/a Vivint Smart Home, Inc.) and the other parties thereto, is made by the undersigned in accordance with Section 5.3 of the Stockholders Agreement effective as of April 24, 2020. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Stockholders Agreement.
FIRST AMENDMENT TO SECOND AMENDED & RESTATED CONSUMER FINANCING SERVICES AGREEMENT Effective Date: May 29, 2018Consumer Financing Services Agreement • May 14th, 2021 • Vivint Smart Home, Inc. • Services-computer processing & data preparation
WHEREAS, APX Group, Inc. ("Vivint") and Citizens Bank, N.A. ("Citizens", and together with Vivint, the "Parties") entered into that certain Second Amended and Restated Consumer Financing Services Agreement as of May 31, 2017 (the "Agreement"); and
FOURTH 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 Further Amended and Restated as of...Credit Agreement • February 19th, 2020 • Vivint Smart Home, Inc. • Blank checks • New York
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of February 14, 2020 among APX GROUP, INC., a Delaware corporation ( “Borrower”), APX GROUP HOLDINGS, INC., a Delaware corporation (“Initial 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.
SUBSCRIPTION AND BACKSTOP AGREEMENTAnd • December 19th, 2019 • Mosaic Acquisition Corp. • Blank checks • New York
This Subscription and Backstop Agreement (this “Agreement”), made as of December 18, 2019 by and among Mosaic Acquisition Corp., a Delaware corporation (the “Company”), Vivint Smart Home, Inc., a Delaware corporation (“Vivint”), and the Subscriber identified on the signature pages hereto (the “Subscriber”), is intended to set forth certain representations, covenants and agreements among the Company, Vivint and the Subscriber:
September 15, 2019Sponsor Agreement • September 24th, 2019 • Mosaic Acquisition Corp. • Blank checks • New York
