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).
Subscription AgreementSubscription Agreement • September 24th, 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, the “Transaction Agreement”), the Company proposes to issue and sell to Blackstone Family Investment Partnership VI - ESC L.P. (the “Subscriber”) 60,470 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”).
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”).
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
September 15, 2019Sponsor Agreement • September 24th, 2019 • Mosaic Acquisition Corp. • Blank checks • New York
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).
