EX-4.4



 Exhibit 4.4 

THIRD SUPPLEMENTAL INDENTURE 

Third Supplemental Indenture (this “Supplemental Indenture”), dated as of December 18th, 2014 among each of the entities
set forth on Schedule I (the “Guaranteeing Subsidiaries”), each a subsidiary of APX Group, Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as
trustee (the “Trustee”). 
 W I T N E S S E T H 

WHEREAS, the Issuer and the Guarantors have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”),
dated as of November 16, 2012, providing for the issuance of an unlimited aggregate principal amount of 6.375% Senior Secured Notes due 2019 (the “Notes”); 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the
“Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 

(2) Agreement to Guarantee. Each Guaranteeing Subsidiary acknowledges that it has received and reviewed a copy of the Indenture and all
other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by the
Indenture, as of the date hereof, as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture. Each Guaranteeing Subsidiary hereby agrees to provide
an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 thereof. 

(3) Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect
notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 
 (4) No Recourse Against Others. No
past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any of the Guaranteeing Subsidiaries (other than the Issuer and the Guarantors) shall have any liability for any obligations of the
Issuer or the Guarantors (including the Guaranteeing Subsidiaries) under the Notes, any Guarantees, the Indenture, the Collateral Documents or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 

(5) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 (6) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of
signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures
of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

  
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 (7) Effect of Headings. The Section headings herein are for convenience only and shall not
affect the construction hereof. 
 (8) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect
of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary. 

(9) Benefits Acknowledged. The Guarantee of each Guaranteeing Subsidiary is subject to the terms and conditions set forth in the
Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it
pursuant to this Guarantee are knowingly made in contemplation of such benefits. 
 (10) Successors. All agreements of each
Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first above written. 
  

			
	 FARMINGTON IP LLC
  

By: IPR LLC, as sole member
  

By: AP AL LLC, its sole member
  

By: Vivint, Inc., as sole member

		
	By:	 	/s/ Mark Davies
		 	Name: Mark Davies
		 	Title: Chief Financial Officer
	
	 IPR LLC
  

By: AP AL LLC, its sole member
  

By: Vivint, Inc., as sole member

		
	By:	 	/s/ Mark Davies
		 	Name: Mark Davies
		 	Title: Chief Financial Officer
	
	SMARTROVE INC.
		
	By:	 	/s/ Verkat Kalkunte
		 	Name: Verkat Kalkunte
		 	Title: President and CEO
	
	 VIVINT FIREWILD, LLC
  

By: Vivint Wireless, Inc., as sole member

		
	By:	 	/s/ Mark Davies
		 	Name: Mark Davies
		 	Title: Chief Financial Officer



  








 
			
	VIVINT GROUP, INC.
		
	By:	 	/s/ Mark Davies
		 	Name: Mark Davies
		 	Title: Chief Financial Officer
	
	VIVINT LOUISIANA LLC
		
	By:	 	/s/ Abraham Garcia
		 	Name: Abraham Garcia
		 	Title: Manager



  








 
			
	 VIVINT DATA MANAGEMENT, LLC
  

By: Vivint Group, Inc., as sole member

		
	By:	 	/s/ Mark Davies
		 	Name:  Mark Davies
		 	Title:    Chief Financial Officer









 
			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	/s/ Adam Berman
		 	Name: Adam Berman
		 	Title: Vice President









 Schedule I 
  

			
	 Guarantor
	  	 Jurisdiction of Incorporation

	 Farmington IP LLC
	  	Delaware
		
	 IPR LLC
	  	Delaware
		
	 Smartrove Inc.
	  	Delaware
		
	 Vivint Data Management, LLC
	  	Delaware
		
	 Vivint FireWild, LLC
	  	Delaware
		
	 Vivint Group, Inc.
	  	Delaware
		
	 Vivint Louisiana LLC
	  	Louisiana