Paul Galant - 10 Mar 2023 Form 4 Insider Report for Vivint Smart Home, Inc.

Footnote F1

On March 10, 2023, NRG Energy, Inc. ("NRG") acquired Vivint Smart Home, Inc. (the "Issuer") pursuant to that certain Agreement and Plan of Merger dated as of December 6, 2022 (the "Merger Agreement") by and among the Issuer, NRG and Jetson Merger Sub, Inc., a wholly owned subsidiary of NRG ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of NRG. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of Class A common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") (other than certain excluded shares) automatically converted into the right to receive $12.00 per share in cash, without interest (the "Merger Consideration").

Footnote F2

Each restricted stock unit ("RSU") represented a contingent right to receive one share of Common Stock. The RSUs were to be settled in either Common Stock or cash.

Footnote F3

These RSUs, granted on June 1, 2022, provided for vesting on the date of the Issuer's first annual stockholders meeting following the date of grant. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each RSU held by a non-employee director of the Issuer automatically vested and converted into the right to receive the Merger Consideration.

Footnote F4

These fully vested RSUs provided for settlement as soon as reasonably practicable following the earliest to occur of: (a) the termination of the Reporting Person's service as a director, (b) a change of control of the Issuer, and (c) June 8, 2023. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each vested but not settled RSU held by a non-employee director of the Issuer automatically converted into the right to receive the Merger Consideration.