Exhibit 99.1
MOSAIC ACQUISITION CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING TO BE HELD ON [ ]
The undersigned, revoking any previous proxies relating to these shares with respect to the Business Combination Proposal, the Charter Proposals, the Fortress Issuance Proposal, the Blackstone Issuance Proposal, the Additional Forward Purchaser Investment Proposal, the Merger Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal hereby acknowledges receipt of the Proxy Statement/Consent Solicitation Statement/Prospectus dated [ ], in connection with the Special Meeting to be held at [ ] a.m. local time on [ ] at [ ], for the sole purpose of considering and voting upon the following proposals, and hereby appoints [ ] and [ ], and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all shares of the common stock of Mosaic Acquisition Corp. (“Mosaic”) registered in the name provided, which the undersigned is entitled to vote at the Special Meeting, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in this Proxy.
THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF YOU RETURN A SIGNED AND DATED PROXY BUT NO DIRECTION IS MADE, YOUR COMMON STOCK WILL BE VOTED “FOR” THE PROPOSALS SET FORTH BELOW. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be held on [ ]:
The notice of the Special Meeting and the accompanying Proxy Statement/Consent Solicitation Statement/Prospectus are available athttps://www.cstproxy.com/mosaicac/sm2019.
Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Proxy Statement/Consent Solicitation/Prospectus.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 THROUGH 18. | | Please mark as indicated in this example | | ☒ |
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Proposal 1 - The Business Combination Proposal - to consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of September 15, 2019, by and among Vivint Smart Home, Inc. (“Vivint Smart Home”), Mosaic and Maiden Merger Sub, Inc. and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Vivint Smart Home with Vivint Smart Home surviving the merger as a wholly owned subsidiary of Mosaic (the “merger”). | | FOR AGAINST ABSTAIN | | ☐ ☐ ☐ |
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The Charter Proposals- To approve the following material differences between the proposed amended and restated certificate of incorporation of Mosaic (the “proposed charter”) that will be in effect upon the closing of the merger and Mosaic’s current certificate of incorporation (the “existing charter”): | | | | |
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Proposal 2-to increase the number of authorized shares of capital stock of Mosaic and eliminate the Class F common stock classification. | | FOR AGAINST ABSTAIN | | ☐ ☐ ☐ |
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Proposal 3-to require an affirmative vote of holders of at least 66.67% of the outstanding shares of Mosaic Class A common stock to amend, alter, repeal or rescind certain provisions of the proposed charter for so long as the Stockholder Parties beneficially own, in the aggregate, less than 30% of the total voting power of the outstanding shares of Mosaic Class A common stock. | | FOR AGAINST ABSTAIN | | ☐ ☐ ☐ |
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Proposal 4-to require an affirmative vote of holders of at least 66.67% of the outstanding shares of Mosaic Class A common stock to amend, alter, repeal or rescind the bylaws of Mosaic for so long as the Stockholder Parties beneficially own, in the aggregate, less than 30% of the outstanding shares of Mosaic Class A common stock. | | FOR AGAINST ABSTAIN | | ☐ ☐ ☐ |