REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (as amended from time to time, this Agreement) is dated as of September 15, 2019, and is among Vivint Smart Home, Inc., a Delaware corporation (Legacy Vivint), Mosaic Acquisition Corp., a Delaware corporation (Mosaic), 313 Acquisition (as defined below) and each of the other persons 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 for purposes of this Agreement (313 Acquisition, together with the other signatories hereto and to such joinders, other than the Company, collectively the Stockholders, and individually a Stockholder). References to Stockholders in this Agreement also include all of their affiliates (other than portfolio companies) and transferees to whom a Stockholder (or its direct or indirect transferee) transfers shares and related rights under this Agreement in accordance with Section 6.1 of this Agreement.
In this Agreement:
313 Acquisition means (a) BCP Voyager Holdings LP and (b) (i) 313 Acquisition LLC and (ii) following the dissolution of 313 Acquisition LLC, collectively, Blackstone Capital Partners VI L.P., Blackstone Family Investment Partnership VI ESC L.P., Blackstone Family Investment Partnership VI L.P., Blackstone VNT Co-Invest L.P. and their affiliates and related investment vehicles.
313 Acquisition LLC means 313 Acquisition LLC, a Delaware limited liability company.
Company means Mosaic following the consummation of the Merger, which shall be renamed Vivint Smart Home, Inc.
Exchange Act means the Securities Exchange Act of 1934, as amended.
Merger means the merger of Maiden Merger Sub, Inc., a Delaware corporation and a subsidiary of Mosaic (Merger Sub), with and into Legacy Vivint.
Merger Agreement means that certain Agreement and Plan of Merger, dated as of September 15, 2019, by and among Mosaic, Merger Sub and Legacy Vivint, as it may be amended, supplemented, restated or otherwise modified from time to time.
SEC means the United States Securities and Exchange Commission.
Securities Act means the Securities Act of 1933, as amended.