SETTLEMENT AGREEMENT

This Settlement Agreement (“Agreement”) is entered into between the United States of

America, acting through the United States Department of Justice (“United States”), and Vivint

Smart Home, Inc. (“Vivint”) (hereafter collectively referred to as “the Parties”), through their

authorized representatives.

RECITALS

A. Vivint is a smart home company based in Provo, Utah, principally in the business

of selling smart home equipment and monitoring services. Vivint offers potential customers the

option of financing the cost of its smart home equipment through a federally insured financial

Vivint’s products. In so doing, the United States contends that certain Vivint sales representatives

made false and misleading statements to a federally insured financial institution in connection

with such financing that made it appear as if the borrower had funded, and had sufficient funds

for, the initial payment. That conduct is referred to below as the “Covered Conduct.”

C. This Settlement Agreement is neither an admission of liability by Vivint, nor a

concession by the United States that its claims are not well founded.

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To avoid the delay, uncertainty, inconvenience, and expense of protracted litigation of the

above claims, and in consideration of the mutual promises and obligations of this Settlement

Agreement, the Parties agree and covenant as follows:

TERMS AND CONDITIONS

1. Vivint shall pay to the United States $3,200,000.00 (“Settlement Amount”) within

7 days of the Effective Date of this Agreement. Payment shall be made by electronic funds

transfer pursuant to written instructions to be provided by the Civil Division of the Department of

Justice.

2. The entirety of the Settlement Amount is a civil monetary penalty recovered

4. Notwithstanding the release given in paragraphs 3 of this Agreement, or any other

term of this Agreement, the following claims of the United States are specifically reserved and are

not released:

a. Any liability arising under Title 26, U.S. Code (Internal Revenue Code);

b. Any criminal liability;

c. Except as explicitly stated in this Agreement, any administrative liability,

including the suspension and debarment rights of any federal agency;

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d. Any liability to the United States for any conduct other than the Covered

Conduct;

e. Any liability to or claims of any agency of the United States;

f. Any liability based upon obligations created by this Agreement. or,

g. Any liability of individuals;

5. Vivint waives and shall not assert any defenses Vivint may have to any criminal

prosecution or administrative action relating to the Covered Conduct that may be based in whole

or in part on a contention that, under the Double Jeopardy Clause in the Fifth Amendment of the

Constitution, or under the Excessive Fines Clause in the Eighth Amendment of the Constitution,

7. a. Unallowable Costs Defined: All costs (as defined in the Federal

Acquisition Regulation, 48 C.F.R. § 31.205-47) incurred by or on behalf of Vivint, and its present

or former officers, directors, employees, shareholders, and agents in connection with:

(1) the matters covered by this Agreement;

(2) the United States’ audit(s) and civil investigation(s) of the matters

covered by this Agreement;

(3) Vivint’s investigation, defense, and corrective actions undertaken in

response to the United States’ audit(s) and civil investigation(s) in

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connection with the matters covered by this Agreement (including

attorney’s fees);

(4) the negotiation and performance of this Agreement;

(5) the payment Vivint makes to the United States pursuant to this

Agreement,

are unallowable costs for government contracting purposes (hereinafter referred to as

Unallowable Costs).

b. Future Treatment of Unallowable Costs: Unallowable Costs will be

separately determined and accounted for by Vivint, and Vivint shall not charge such Unallowable

any overpayment plus applicable interest and penalties as a result of the inclusion of such

Unallowable Costs on previously-submitted requests for payment. The United States, including

the Department of Justice and/or the affected agencies, reserves its rights to audit, examine, or re-

examine Vivint’s books and records and to disagree with any calculations submitted by Vivint or

any of its subsidiaries or affiliates regarding any Unallowable Costs included in payments

previously sought by Vivint, or the effect of any such Unallowable Costs on the amount of such

payments.

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8. Vivint agrees to cooperate fully and truthfully with the United States’ investigation

relating to the Covered Conduct of individuals and entities not released in this Agreement. Upon

reasonable notice, Vivint shall encourage, and agrees not to impair, the cooperation of its

directors, officers, and employees, and shall use its best efforts to make available, and encourage,

the cooperation of former directors, officers, and employees for interviews and testimony relating

to the Covered Conduct, consistent with the rights and privileges of such individuals. Vivint

further agrees to furnish to the United States, upon request, complete and unredacted copies of all

non-privileged or otherwise unprotected documents, reports, memoranda of interviews, and

records in its possession, custody, or control concerning any investigation of the Covered Conduct

12. This Agreement is governed by the laws of the United States. The exclusive

jurisdiction and venue for any dispute relating to this Agreement is the United States District

Court for the District of Utah. For purposes of construing this Agreement, this Agreement shall

be deemed to have been drafted by all Parties to this Agreement and shall not, therefore, be

construed against any Party for that reason in any subsequent dispute.

18. This Agreement constitutes the complete agreement between the Parties. This

Agreement may not be amended except by written consent of the Parties.

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13. The undersigned counsel represent and warrant that they are fully authorized to

execute this Agreement on behalf of the persons and entities indicated below.

14. This Agreement may be executed in counterparts, each of which constitutes an

original and all of which constitute one and the same Agreement.

15. This Agreement is binding on Vivint’s successors, transferees, heirs, and assigns.

16. The parties consent to the United States’ disclosure of this Agreement, and

information about this Agreement, to the public.

17. This Agreement is effective on the date of signature of the last signatory to the

Agreement (Effective Date of this Agreement). Facsimiles of signatures shall constitute