APX Group Holdings and

Vivint Code of Conduct

Table of Contents Ethical and Honest Behavior

Notice and At Will Disclaimer

Build Trust and Credibility

Respect for Individuals

Create a Culture of Open and Honest Communication

Set the Tone at the Top

Uphold the Law

Competition

Proprietary Information

Non-Solicitation

Selective Disclosure

Avoid Conflicts of Interest

Conflicts of Interest

Gifts, Gratuities and Business Courtesies

Accepting Business Courtesies

Meals, Refreshments and Entertainment

Gifts

Offering Business Courtesies

Set Metrics and Report Results Accurately

Accurate Public Disclosures

Corporate Record Keeping

Promote Substance over Form

Accountability

Be Loyal and Ethical

Confidential and Proprietary Information

Use of Company Resources

Do the Right Thing

Confidentiality Policy

Ethical and Honest Behavior

Notice and At-Will Disclaimer

This section is designed to acquaint you with the Vivint Code of Conduct and Business Ethics (Code). You

should read, understand and comply with all provisions of Code as it describes many of your

responsibilities as an employee. Vivint places great emphasis and value on its employees as it is your

talent and commitment that will ensure the success of the enterprise. Vivint hopes to foster an

environment where employees thrive in a personal and professional capacity, feel a strong sense of

collaboration, and are empowered to ―run it like you own it.

No policy can anticipate every circumstance or question about policy. Therefore, except as otherwise set

forth in or subject to the terms of any written contract of employment for a fixed term between Vivint

and the employee, as authorized by Vivint’s Chief Executive Officer or President , the employment

relationship between Vivint and each of its employees is at-will. Under this relationship, neither the

employee nor Vivint is bound to continue the employment relationship if either chooses, at its will, to

end the relationship at any time, for any reason, with or without notice or cause. As the organization

continues to grow, to retain necessary flexibility in the administration of policies and procedures, the

need may arise to change policies and procedures. Vivint reserves the right to change, revise, or

eliminate any policy, procedure, process, benefit, or any terms and conditions of employment, in its sole

discretion.

Build Trust and Credibility

The success of Vivint is dependent upon the trust and confidence it earns from its employees,

customers, investors, and other business partners. Vivint gains credibility by adhering to commitments,

displaying honesty and integrity and reaching company goals solely through honorable conduct. It is

easy to say what must be done, but the proof is in actions. Ultimately, Vivint is judged on what it does.

When considering any action you undertake as a Vivint employee, it is wise to consider the following

questions: will this build trust and credibility for Vivint? Will it help create a working environment in

which Vivint can succeed over the long term? Is the commitment I am making one I can follow through

to completion? The only way Vivint will maximize trust and credibility is by answering yes to those

questions and by working every day to build trust and credibility.

Respect for the Individual

Everyone deserves to work in an environment where they are treated with dignity and respect. Our

standards are high and exceed what is legally required. Vivint is committed to creating such an

environment because it brings out the full potential in each person, which, in turn, contributes directly

to business success. No one’s talents can be underutilized or wasted.

Vivint is an equal opportunity employer and is committed to providing a workplace that is free of

unlawful discrimination and harassment. Any employee, who feels they have been subjected to any

form of unlawful discrimination or harassment, should immediately report the matter as follows:

• to their immediate supervisor or,

• the immediate supervisors’ supervisor; or

• the Vice President of Human Resources; or

• Chief Operating Officer; or

• the President; or

• the Chief Executive Officer of Vivint.

There will never be any retaliation for reporting any concerns, even if the concerns resulted from an

unfortunate misunderstanding. Any Vivint employee who engages in retaliation because of a concern

raised by another employee may be immediately terminated from employment.

Create a Culture of Open and Honest Communication

At Vivint everyone should feel comfortable to respectfully speak his or her mind, particularly related to

concerns about business ethics, including concerns about unlawful conduct of any kind. Employees have

an ethical responsibility to disclose known violations of the policy by other employees. Correspondingly,

supervisors/managers have a responsibility to create an open and supportive environment where

employees feel comfortable raising such issues and questions. All employees benefit tremendously

when they exercise their power to prevent mistakes or wrongdoing by asking the right questions at the

right times.

Vivint will investigate all reported concerns. . In every instance where improper behavior is found to

have occurred, Vivint will take appropriate action. Again, Vivint will not tolerate retaliation against

employees who raise concerns in good faith.

Employees are encouraged, in the first instance, to address instances of misconduct by others with their

supervisor/manager, their supervisor’s supervisor or the Vice President of Human Resources. If for any

reason that is not possible or if an employee is not comfortable raising the issue with his/her

supervisor/manager, their supervisor’s supervisor, or the Vice President of Human Resources, the

employee should raise such issues with Vivint’s Chief Operating Officer, President and Chief Executive

Officer, each of whom operates with an open-door policy. You can also call our hot-line by dialing

1-877-630-0009.

Set the Tone at the Top

Management has the added responsibility for demonstrating, through its actions, the importance of this

Code. In any business, ethical behavior does not simply happen, rather it is the product of clear and

direct communication of behavioral expectations, modeled from the top and demonstrated by example.

Again, ultimately, actions are what matter.

To make the Code effective, supervisors/managers must promptly address ethical questions or concerns

raised by employees and take appropriate steps to deal with such issues. Supervisors/managers should

not consider employees’ ethics concerns as threats or challenges to their authority, but rather as

another encouraged form of business communication. At Vivint, an ethics dialogue is a natural part of

daily work.

Uphold the Law

Vivint’s commitment to integrity begins with complying with all laws, rules and regulations where it

does business. Additionally, each employee must have an understanding of Vivint policies, laws, rules

and regulations that apply to their specific roles. If an employee is unsure of whether a contemplated

action is permitted by law or Vivint policy, they should seek advice from their supervisor/manager or

the VP of

Human Resources. Each employee is charged with the responsibility to prevent violations of this policy

and speak up if they see possible violations.

Because of the nature of Vivint’s business, some business requirements warrant specific mention here:

Competition:

Vivint is committed to ethical, fair and vigorous competition. It sells products and services based upon

merit, superior quality, functionality and competitive pricing. Vivint will make independent pricing and

marketing decisions and will not improperly cooperate or coordinate its activities with its competitors.

Vivint does not offer or solicit improper payments or gratuities in connection with the purchase of goods

or services, or the sales of its products or services, nor will Vivint engage or assist in unlawful boycotts of

particular customers.

Proprietary Information:

Vivint places great value on respect for the property rights of others. It will not acquire or seek to

acquire through improper means, a competitor’s trade secrets or other proprietary or confidential

information as those terms are commonly understood. Vivint will not engage in unauthorized use,

copying, distribution or alteration of software or other intellectual property.

Vivint employees will honor any obligations owed to any previous employer(s) and will not intentionally

use or disclose any confidential or proprietary information of any previous employer(s) in the course of

employment with Vivint as those terms are commonly understood.

Non-Solicitation:

Vivint places great value on respect for others. To that end, Vivint employees should remain sensitive to

business relationships as we seek to recruit or solicit others for employment.

Vivint employees must honor any obligations they or others owe to any previous employer(s) including,

but not limited to not soliciting others for employment in violation of any contractual obligations.

Violation of this policy may lead to disciplinary action up to and including termination.

Selective Disclosure:

Vivint places great value on its own confidential and proprietary information and all employees should

refrain from selective disclosure (whether in one-on-one or small discussions, meetings, presentations,

proposals or otherwise) of any non-public information with respect to Vivint, its securities, business

operations, plans, financial condition, results of operations or any development plan. All employees

should be particularly vigilant when making presentations or proposals to customers and other third

parties to ensure that presentations do not contain non-public information.

Avoid Conflicts of Interest

Conflicts of Interest:

All employees must avoid any relationship or activities that might impair Vivint’s ability to make

objective and fair decisions. In the event an employee is faced with a situation in which the business

actions to be undertaken on behalf of Vivint conflict with their own personal or family interests, the

employee must act to advance the legitimate interests of Vivint. Vivint property or information must not

be used for personal gain or opportunity.

Gifts, Gratuities and Business Courtesies:

Vivint is committed to competing solely on the merit of its products and services. Employees should

avoid any actions that create a perception that favorable treatment of outside entities by Vivint was

sought, received or given in exchange for personal business courtesies. Vivint will neither give nor

accept business courtesies that constitute unfair business inducements in violation of laws, regulations

or polices of Vivint or its customers, or would cause embarrassment or reflect negatively upon Vivint’s

reputation.

Accepting Business Courtesies:

Most business courtesies offered in the course of employment are offered as an employee of Vivint.

Vivint employees should not feel any entitlement to accept and keep a business courtesy, though

unsolicited business courtesies that promote successful working relationships and good will may be

acceptable.

Employees who award contracts or who can influence the allocation of business, who create

specifications that result in the placement of business, or who participate in negotiation of contracts,

must be particularly careful to avoid actions that create the appearance of favoritism or that may

adversely affect Vivint’s reputation for impartiality and fair dealing. The prudent course is to refuse a

courtesy that would create an impression that offering courtesies is the way to obtain Vivint business.

Meals, Refreshments and Entertainment:

Vivint employees may accept meals, refreshments, entertainment and similar business courtesies that

are shared with the person who has offered to pay for the meal or entertainment, provided that: They

are not inappropriately lavish or excessive.

The courtesies are not frequent and do not reflect a pattern or frequent acceptance of courtesies from

the same person or entity.

The courtesy does not create the appearance of an attempt to influence business decisions, such as

accepting courtesies or entertainment from a supplier whose contract is expiring in the near future. The

employee accepting the business courtesy would not feel uncomfortable discussing the courtesy with

his or her manager or co-worker or having the courtesies known by the public.

Gifts:

Vivint employees may accept unsolicited gifts, other than money, that conform to the reasonable ethical

practices of the marketplace, including:

Flowers, fruit baskets and other modest presents that commemorate a special occasion. Gifts of nominal

value, such as calendars, pens, mugs, caps and t-shirts (or other novelty, advertising or promotional

items). Generally, employees may not accept compensation, honoraria or money of any amount from

entities with whom Vivint does or may do business.

Employees with questions about accepting business courtesies should talk to their manager or Human

Resources.

Offering Business Courtesies:

Any employee who offers a business courtesy must assure that it cannot reasonably be interpreted as

an attempt to gain an unfair business advantage or otherwise reflect negatively upon Vivint. An

employee may never use personal funds or resources to do something that cannot be done with Vivint

resources. Accounting for business courtesies must be done in accordance with approved company

procedures. Vivint employees may provide non-monetary gifts (i.e., company logo apparel or similar

promotional items) to our customers. Further, management may approve other courtesies, including

meals, refreshments or entertainment of reasonable value provided that:

• The practice does not violate any law or regulation or the standards of conduct of the recipient’s

organization.

• The business courtesy is consistent with industry practice, is infrequent in nature and is not lavish.

• The business courtesy is properly reflected on the books and records of Vivint and conforms to the

Employee Handbook and the Business Expense and Travel Policy.

Set Metrics and Report Results Accurately

Accurate Public Disclosures:

Vivint intends that all disclosures made in financial reports and public documents are full, fair, accurate,

timely and understandable. This obligation applies to all employees, including all financial executives,

with any responsibility for the preparation of business reports, including drafting, reviewing and signing

or certifying the information contained in them. No business goal of any kind is ever an excuse for

misrepresenting facts or falsifying records.

Employees should inform the Chief Financial Officer, Chief Executive Officer, or Vice President of Human

Resources if they learn that information in any filing or public communication was untrue or misleading

at the time it was made or if subsequent information would affect a similar future filing or public

communication.

Corporate Recordkeeping:

Vivint employees shall create, retain and dispose of our company records as part of our normal course

of business in compliance with all Vivint policies and guidelines, as well as all regulatory and legal

requirements.

All corporate records must be true, accurate and complete, and company data must be promptly and

accurately entered in our books in accordance with Vivint’s and other applicable accounting principles.

Vivint employees must not improperly influence, manipulate or mislead, nor interfere with any auditor

engaged to perform an internal independent audit of Vivint books, records, processes or internal

controls.

Promote Substance over Form

Vivint recognizes there are times when employees are faced with decisions they would rather not have

to make and issues they would prefer to avoid. Sometimes, employees hope that if they avoid

confronting a problem, it will simply go away.

At Vivint, we must have the courage to tackle the tough decisions and make difficult choices, secure in

the knowledge that Vivint is committed to doing the right thing.

Although Vivint’s guiding principles cannot address or provide answers to every issue employees may

face, they can define the spirit in which Vivint intends to do business and should serve, in this regard, as

a guide for daily conduct.

Accountability:

All employees are responsible for knowing and adhering to the values and standards set forth in this

Code and for raising questions if they are uncertain about company policy. Please understand that our

Code is more stringent than what may be legally required and all employees are expected to meet the

Code’s standards. If employees are concerned whether standards set forth in our Code are being met or

are aware of violations of the Code, they should contact their supervisor/manager or the Vice President

of Human Resources.

Vivint takes seriously the standards set forth in the Code, and violations are cause for disciplinary action

up to and including termination of employment.

Be Loyal and Ethical

Confidential and Proprietary Information:

Integral to Vivint’s business success is its protection of confidential company information, as well as

nonpublic information entrusted to it by employees, customers and other business partners. Vivint

employees are responsible for safeguarding confidential and proprietary information, including but not

limited to, such things as trade secrets, pricing and financial data, potential customer names/addresses

or nonpublic information about other companies, including current or potential suppliers and vendors,

software applications and systems, Vivint policies and procedures, and all non-public information

regarding Vivint. Vivint will not disclose confidential and nonpublic information without a valid business

purpose and proper authorization.

Use of Company Resources:

Company resources, including time, material, equipment and information, are provided for company

business use. Nonetheless, occasional personal use is permissible as long as it does not affect job

performance or cause a disruption to the workplace.

Employees and those who represent Vivint are trusted to behave responsibly and use good judgment to

conserve company resources. Supervisors/managers are responsible for the resources assigned to their

department and are empowered to resolve issues concerning their proper use.

Employees are not permitted use company equipment such as computers, copiers and fax machines in

the conduct of an outside business or in support of personal projects.

Vivint will not tolerate the use of company resources in any many which violates our policies. Questions

about the proper use of company resources that are not answered within this Code may be directed to

your supervisor/manager or the Human Resources Department.

Do the Right Thing:

Several key questions can help identify situations that may be a violation of Vivint policies. Ask yourself:

• Does what I am doing comply with the Vivint Code of Conduct, company values of honesty and

integrity, and general standards which every business can reasonably expect to be followed?

• Have I been asked to misrepresent information or deviate from normal procedure?

• Would I feel comfortable describing my decision at a staff meeting?

• How would it look if it made the headlines?

• Am I being loyal to my family, my company and myself?

• What would I tell my child to do?

• Is this the right thing to do?

Confidentiality Policy

Vivint Employees are required to have access to and use confidential, sensitive, private, and proprietary

information or data. The confidentiality of such information is in everyone’s best interest because

disclosure can cause harm to Vivint and its operations, and can result in unfair business advantage,

personnel action, and other risks. Thus, Vivint desires to establish clear, reasonable, and fair standards

for confidentiality.

Vivint Employees are prohibited from disclosing, divulging, or making accessible Confidential

Information belonging to, or obtained through their affiliation with Vivint to any person, including

relatives, friends, and business and professional associates.

The term Confidential Information includes, but is not limited to, information that has been compiled by

Vivint, even though separate parts of that information may be available through public research, and by

way of illustration only, at least the following:

1. Confidential or trade secret information, including, but not limited to, compilations, programs,

techniques, and formulas that derive independent economic value, actual and/or potential, from not

being generally known to, and not being readily ascertainable by proper means, or which confer an

economic value from disclosure to Vivint’s competitors

2. Financial information, including but not limited to, cash flows, profits and/or losses, and any other

sensitive financial information with which employees may come into contact

3. Sales figures to the extent not disclosed to the general public by Vivint

4. Bonuses and earnings of employees, sales personnel, technicians, etc. not disclosed to the general

public by Vivint

5. Any Vivint information relating to investors, owners, shareholders, subsidiaries or related entities, and

financial institutions and/or investors with whom Vivint does business

6. Information concerning Vivint’s Customer Management System (―CMS‖)

7. Information compiled in, or maintained on, CMS, Vivintinsider.com, or any other Vivint database,

website, computer system

8. Employee log-ins and passwords

9. Customer lists

10. Customer information, including, but not limited to, names, telephone numbers, credit

scores/ratings, credit information, passcodes, permit information, CSID, contract terms, recurring

monthly revenue, equipment, attrition information, alarm history, surveys, service or service history,

payment history, social security numbers, current payment status

11. Information concerning the relationship between Vivint and its customers

12. Employee lists or lists of potential employees, including sales representatives, technicians, corporate

employees, or others

13. Information concerning potential Vivint customers

14. Vivint sales strategies

15. Information concerning any Vivint license or permit, licensing processes, programs, training,

including, without limitation, Vivint licenses or permits with any governmental agency and/or the status

of those licenses, and any Vivint negotiations with any governmental entity concerning licenses,

licensing, or permits.

16. Information within the Vivint billing systems

17. Planning data, future plans, methods of doing business, and marketing strategies, financial results

and business condition

18. The negotiations, interaction, or terms of any agreement between Vivint and any employee, vendor,

or customer

19. Information relating to Vivint’s employees, vendors, contractors, suppliers, etc.

20. Training materials, handbook, videos, marketing materials, etc.

21. Processes, systems, and figures of contests or competitions

Employees must keep all Confidential Vivint Information in strict confidence at all times, and must not,

directly or indirectly, make known, divulge, reveal, furnish, make available, or use any Confidential

Information, except in the course of regular authorized duties. Simply because Vivint’s Confidential

Information may be ascertainable by someone outside of Vivint, does not necessarily mean the

information is not. Confidential Information governed by this policy. An employee’s obligations under

this policy survive termination of employment.