Earnout
Following the Closing, holders of Vivint common stock and holders of Rollover Restricted Stock (as defined in the Merger Agreement) and
outstanding Rollover Equity Awards (as defined in the Merger Agreement) will have the contingent right to receive, in the aggregate, up to 25,000,000 shares of Common Stock if, from the Closing until the fifth anniversary thereof, the dollar
volume-weighted average price of Common Stock exceeds certain thresholds (as further described in the Merger Agreement).
Mosaic Omnibus Incentive Plan
Prior to the Closing, Mosaic will adopt the Acquiror Omnibus Incentive Plan (as defined in the Merger Agreement) subject to the
receipt of the Mosaic stockholder approval.
Vivint Smart Home Non-Solicitation Restrictions
Except as expressly permitted by the Merger Agreement, from the date of the Merger Agreement to the Effective Time or, if earlier, the valid
termination of the Merger Agreement in accordance with its terms, Vivint Smart Home has agreed not to, among other things, initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or
the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal (as defined in the Merger Agreement).
Prior to the receipt of the Vivint Smart Home stockholder approval, the Vivint Smart Home board of directors may, among other things,
(a) change its recommendation that the Vivint Smart Home stockholders adopt the Merger Agreement or (b) pay the termination fee described below and terminate the Merger Agreement to enter into a definitive acquisition agreement providing
for a Superior Proposal (as defined in the Merger Agreement), subject to the conditions set forth in the Merger Agreement including, Mosaics board of directors concluding, in consultation with its financial advisor(s) and outside legal
counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law.
Mosaic Exclusivity Restrictions
From the date of the Merger Agreement to the Effective Time or, if earlier, the valid termination of the Merger Agreement in
accordance with its terms, to the extent not inconsistent with Mosaics board of directors fiduciary duties, Mosaic has agreed not to, among other things, solicit, initiate, continue or engage in discussions or negotiations with, or enter
into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than Vivint Smart Home, its stockholders or any of their affiliates or representatives), concerning, relating to or
which is intended or is reasonably likely to give rise to or result in any Business Combination (as defined in the Merger Agreement) other than with Vivint Smart Home, its stockholders and their affiliates or representatives.
Mosaic Change in Recommendation
Mosaic
is required to use its reasonable best efforts to include in the Proxy Statement the recommendation of Mosaics board of directors to Mosaics stockholders that they approve the transaction proposals (the Mosaic board
recommendation). Mosaic is permitted to change the Mosaic Board Recommendation (such change, a change in recommendation) if it determines, in good faith, after consultation with its outside legal counsel, that the failure to make
such a change in recommendation would be inconsistent with its fiduciary duties under applicable law.
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