AMENDED AND RESTATED SUPPORT AND SERVICES AGREEMENT
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/k/a 313 Group Inc.), BCP and BMP (the Existing Agreement).
1. BMP has expertise in monitoring and providing advice with respect to the business of companies such as the Company Parties and their respective subsidiaries and the industry in which they operate, so as to help maximize their value. In accordance with the Existing Agreement, BMP has provided the Company and its subsidiaries with monitoring services, portfolio company operations support, and other services since 2012.
2. Vivint and affiliates of the Company are executing that certain Agreement and Plan of Merger, dated as of September 15, 2019 (as it may be amended, supplemented, restated or otherwise modified from time to time, the Merger Agreement), by and among Vivint, Maiden Merger Sub, Inc., a Delaware corporation and subsidiary of Vivint (Merger Sub), and Vivint Smart Home, Inc., a Delaware corporation (Legacy Vivint), pursuant to which Merger Sub will merge (the Merger) with and into Legacy Vivint and Legacy Vivint will survive and be renamed, and Vivint will be renamed Vivint Smart Home, Inc.
3. Under the terms of the Existing Agreement, upon the consummation of an IPO (as defined therein), BMPs obligation to provide monitoring services and other services would terminate, and in connection therewith BMP would be entitled to receive a termination payment equal to the present value of the estimated monitoring fees that would have otherwise accrued through the tenth anniversary of the Existing Agreement, namely, through November 16, 2022.
4. Vivint, the Company and their respective subsidiaries seek to continue to receive such monitoring services, portfolio company operations support, and other services following the Merger, and BMP is willing to continue providing such services and forego receiving such termination payment.
5. This Agreement is being executed and delivered in connection with the execution and delivery of the Merger Agreement, but the effectiveness of this Agreement will occur only upon, and is conditioned upon, the consummation of the Merger. If the Merger