Form 8-K

8-K — RESIDEO TECHNOLOGIES, INC.

Accession: 0001213900-26-084874

Filed: 2026-08-04

Period: 2026-07-31

CIK: 0001740332

SIC: 5072 (WHOLESALE-HARDWARE)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Material Modifications to Rights of Security Holders

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0300189-8k_resideo.htm (Primary)

EX-2.1 — SEPARATION AND DISTRIBUTION AGREEMENT, DATED JULY 31, 2026, BY AND BETWEEN ADI GLOBAL DISTRIBUTION INC. AND RESIDEO TECHNOLOGIES, INC (ea030018901ex2-1.htm)

EX-3.1 — AMENDED & RESTATED CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK OF RESIDEO TECHNOLOGIES, INC (ea030018901ex3-1.htm)

EX-10.1 — EMPLOYEE MATTERS AGREEMENT, DATED JULY 31, 2026, BY AND BETWEEN ADI GLOBAL DISTRIBUTION INC. AND RESIDEO TECHNOLOGIES, INC (ea030018901ex10-1.htm)

EX-10.2 — TAX MATTERS AGREEMENT, DATED JULY 31, 2026, BY AND BETWEEN ADI GLOBAL DISTRIBUTION INC. AND RESIDEO TECHNOLOGIES, INC (ea030018901ex10-2.htm)

EX-10.3 — TRANSITION SERVICES AGREEMENT, DATED JULY 31, 2026, BY AND BETWEEN ADI GLOBAL DISTRIBUTION INC. AND RESIDEO TECHNOLOGIES, INC (ea030018901ex10-3.htm)

EX-10.4 — INTELLECTUAL PROPERTY MATTERS AGREEMENT, DATED JULY 31, 2026, BY AND BETWEEN ADI GLOBAL DISTRIBUTION INC. AND RESIDEO TECHNOLOGIES, INC (ea030018901ex10-4.htm)

EX-10.5 — EXCHANGE AGREEMENT, DATED JULY 31, 2026, BY AND AMONG RESIDEO TECHNOLOGIES, INC., CD&R CHANNEL HOLDINGS, L.P. AND WILLIAM GALVIN (ea030018901ex10-5.htm)

EX-10.6 — AMENDMENT NO. 2 TO THE INVESTMENT AGREEMENT, DATED AUGUST 3, 2026, BY AND AMONG RESIDEO TECHNOLOGIES, INC., CD&R CHANNEL HOLDINGS, L.P. AND CD&R CHANNEL HOLDINGS II, L.P AND, SOLELY FOR PURPOSES OF SECTION 4.10, CLAYTON, DUBILIER & RICE FUND XII, L.P (ea030018901ex10-6.htm)

EX-10.7 — AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT, DATED AUGUST 3, 2026, BY AND AMONG RESIDEO TECHNOLOGIES, INC., CD&R CHANNEL HOLDINGS, L.P. AND CD&R CHANNEL HOLDINGS II, L.P (ea030018901ex10-7.htm)

EX-99.1 — PRESS RELEASE, DATED AUGUST 4, 2026 (ea030018901ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-07-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 31, 2026

RESIDEO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-38635

82-5318796

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

16100 N. 71st Street,

Suite 550

Scottsdale, Arizona

85254

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (480) 573-5340

Registrant’s Former Name or Address, if

changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 Par Value

REZI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Introductory Note

This Current Report on Form 8-K is being filed

in connection with the closing on August 3, 2026 of the previously announced separation (the “Separation”) of the ADI Global

Distribution business of Resideo Technologies, Inc. (“Resideo” or the “Company”) from the Company’s remaining

businesses. The Separation was effected by the transfer and/or contribution of the ADI Global Distribution business from the Company to

ADI Global Distribution Inc. (“ADI”) or subsidiaries thereof, and the distribution of all of the outstanding shares of ADI

common stock to the Company’s common stockholders (the “Distribution”).

As a result of the Distribution, ADI is now an

independent public company trading under the symbol “ADIG” on the New York Stock Exchange.

Item 1.01 Entry Into

a Material Definitive Agreement.

Agreements with ADI

In connection with the

Separation and Distribution, on July 31, 2026, Resideo entered into several agreements with ADI that govern the relationship of the parties

following the Distribution, including a Separation and Distribution Agreement (the “Separation Agreement”), an Employee Matters

Agreement, a Tax Matters Agreement, a Transition Services Agreement and an Intellectual Property Matters Agreement. A summary of the material

terms of these agreements can be found in the section entitled “Certain Relationships and Related Person Transactions—Agreements

with Resideo” in ADI’s Information Statement, which is included as Exhibit 99.1 to the Current Report on Form 8-K filed by

ADI with the U.S. Securities and Exchange Commission (the “SEC”) on August 4, 2026 (the “Information Statement”).

These summaries are incorporated by reference into this Item 1.01 in their entirety.

The foregoing summary

of the Separation-related agreements is qualified in its entirety by reference to the full text of the Separation Agreement, the Employee

Matters Agreement, the Tax Matters Agreement, the Transition Services Agreement and the Intellectual Property Matters Agreement, which

are included as Exhibits 2.1, 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and incorporated herein by reference.

Agreements with CD&R

Exchange Agreement

On August 3, 2026, ADI

issued to Resideo 150,000 shares of its Series A Cumulative Convertible Participating Preferred Stock, par value $0.001 per share (the

“ADI Preferred Stock”), as partial consideration for the transfer and contribution of assets and liabilities to ADI and its

subsidiaries by Resideo in connection with the Separation.

On July 31, 2026,

Resideo entered into that certain Exchange Agreement (the “Exchange Agreement”) with CD&R Channel Holdings, L.P.

(the “CD&R”) and William Galvin, one of ADI’s directors, pursuant to which, among other things, on August 3,

2026, Resideo exchanged (the “Exchange”) such shares of ADI Preferred Stock issued to it for an equal number of

shares of Series A Cumulative Convertible Participating Preferred Stock, par value $0.001 per share of Resideo (“Resideo

Preferred Stock”) held by CD&R and Mr. Galvin, and thereafter, retired such shares of Resideo Preferred Stock. As a

result, immediately following the Separation, 350,000 shares of Resideo Preferred Stock remained issued and outstanding, and 150,000

shares of ADI Preferred Stock were issued and outstanding.

The foregoing description

of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement, which is included as Exhibit

10.5 to this Current Report on Form 8-K and incorporated herein by reference.

Amendment No. 2 to Investment Agreement

In connection with the

consummation of the transactions contemplated by the Exchange Agreement, on August 3, 2026, Resideo entered into that certain Amendment

No. 2 (“Amendment No. 2”) to that certain Investment Agreement, dated April 14, 2024, by and among Resideo, CD&R and the

other parties named therein (as amended on June 14, 2024, the “Investment Agreement”). Pursuant to Amendment No. 2, the Investment

Agreement was amended to, among other things, (i) join CD&R Channel Holdings II, L.P (“CD&R Investor” and together

with CD&R, the “CD&R Stockholders”) to the Investment Agreement, (ii) extend the lock-up period applicable to the

CD&R Stockholders to August 3, 2028, subject to certain exceptions described therein (the “Lock-Up Period”), and (iii)

expand the shares covered by the lock-up to cover any shares of Resideo common stock owned by the CD&R Stockholders as of immediately

following the consummation of the Separation (in addition to the shares of Resideo Preferred Stock originally issued to CD&R as part

of CD&R’s initial investment in the Company pursuant to the terms of the Investment Agreement and any shares of Resideo common

stock issued upon the conversion of such shares of Resideo Preferred Stock).

The foregoing description

of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 2, a copy of which is

filed as Exhibit 10.6 hereto and is incorporated herein by reference.

Amendment No. 1 to Registration Rights

Agreement

In addition, in connection

with the consummation of the transactions contemplated by the Exchange Agreement, on August 3, 2026, Resideo entered into that certain

Amendment No. 1 (the “RRA Amendment”) to that certain the Registration Rights Agreement, dated June 14, 2024, by and between

Resideo and CD&R (the “RRA”) to, among other things, (i) join the CD&R Investor to the RRA and (ii) add an obligation

for Resideo to register any Registrable Securities (as defined in the RRA) acquired by the CD&R Stockholders after the initial filing

of a registration statement pursuant to the RRA for resale on a continuous basis pursuant to Rule 415 under the Securities Act of 1933,

as amended (the “Securities Act”).

The foregoing description

of the RRA Amendment does not purport to be complete and is qualified in its entirety by reference to the RRA Amendment, a copy of which

is filed as Exhibit 10.7 hereto and is incorporated herein by reference.

Item 2.01 Completion

of Acquisition or Disposition of Assets.

Prior to the Exchange and the Distribution, ADI was a wholly-owned subsidiary of Resideo. The Exchange and the Distribution were completed

on August 3, 2026. Following the completion

of the Distribution, ADI became an independent public company trading under the symbol “ADIG” on the New York Stock Exchange.

The Distribution was made to holders of Resideo common stock of record as of the close of business on July 20, 2026 (the “Record

Date”), who received one share of ADI common stock for every two shares of Resideo common stock held as of the Record Date. Fractional

shares of ADI common stock were not issued in the Distribution. Fractional shares that holders of Resideo common stock would otherwise

have been entitled to receive were aggregated and will be sold in the public market by the distribution agent. The aggregate net cash

proceeds of these sales will be distributed ratably to those holders of Resideo common stock who would otherwise have been entitled to

receive fractional shares.

Item 3.03 Material Modification

to Rights of Security Holders.

On August 3, 2026, the

Certificate of Designations, Preferences and Rights of the Resideo Preferred Stock was amended and restated (the “A&R Certificate

of Designations”) to give effect to the exchange of ADI Preferred Stock for Resideo Preferred Stock, including by, among other things,

(i) adjusting the initial conversion price to $18.844 and (ii) reducing the number of authorized shares of Resideo Preferred Stock to

350,000 shares. In addition, pursuant to the A&R Certificate of Designations, subject to certain exceptions, the Company’s optional

conversion right and optional redemption right not in connection with a change of control transaction are not exercisable during the Lock-Up

Period.

The foregoing description

of the A&R Certificate of Designations does not purport to be complete and is subject to, and qualified in its entirety by, the full

text of A&R Certificate of Designations, a copy of which is filed as Exhibit 3.1 hereto and is incorporated by reference.

Item 5.02 Departure

of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

As previously disclosed

in the Company’s Current Reports on Form 8-K filed with the SEC on May 11, 2026 and June 4, 2026 (the “Prior 8-Ks”),

effective as of the consummation of the Distribution, (i) Jay Geldmacher retired as President and Chief Executive Officer of Resideo and

as a member of the Board and transitioned to an executive advisor role, (ii) Thomas Surran’s appointment as President and Chief

Executive Officer of Resideo and as a member of the Board became effective, (iii) Nathan Sleeper and Cynthia Hostetler resigned from the

Board, and (iv) Andrew Campelli’s appointment as a member of the Board became effective. The disclosures under Item 5.02 of each

of the Prior 8-Ks are incorporated herein by reference.

Effective as of the consummation

of the Distribution, on August 3, 2026, the following individuals are now serving as executive officers of the Company in the positions

noted below:

● Thomas Surran President and Chief Executive Officer

● Joshua Foster Senior Vice President, General Counsel and

Corporate Secretary

● Amit Mehta Senior Vice President Strategy and Business

Operations

● Scott Harkins Senior Vice President Sales and Marketing

● Patrick Murray Senior Vice President Integrated Supply

Chain and Information Technology

● Scott Ziffra Senior Vice President Engineering

● Ryan Strassburg Senior Vice President & General Manager

Global Climate Solutions

Effective as of the consummation

of the Distribution, on August 3, 2026, the committees of the Board comprised of the following members:

Audit Committee

Jack R. Lazar

(Chair)

Paul F. Deninger

Brian G. Kushner

Compensation

& Human Capital Management Committee

Sharon L. Wienbar

(Chair)

Nina L. Richardson

John Stroup

Kareem Yusuf

Nominating

and Governance Committee

Nina L. Richardson

(Chair)

Paul F. Deninger

Andrew C. Teich

Innovation

& Technology Committee

Kareem Yusuf

(Chair)

Sharon L. Wienbar

Andrew C. Teich

Jack R. Lazar

Finance

Committee

Paul F. Deninger

(Chair)

Brian G. Kushner

Andrew Campelli

In addition, on July

31, 2026, the Board appointed Mr. Surran, the Company’s President and Chief Executive Officer, to also serve as the Company’s

principal financial officer, effective as of the consummation of the Distribution on August 3, 2026. Mr. Surran succeeds Michael Carlet,

who served as the Company’s Executive Vice President and Chief Financial Officer until the consummation of the Distribution. Additional

information about Mr. Surran is available in the Prior 8-Ks. The compensation arrangements between the Company and Mr. Surran, as disclosed

in the Current Report on Form 8-K filed with the SEC on June 4, 2026, took effect upon consummation of the Separation on August 3, 2026,

and there were no changes to Mr. Surran’s compensation as a result of his additional appointment as principal financial officer.

There are no family relationships between Mr. Surran and any other director or executive officer of the Company and the Company is not

aware of any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the

SEC.

Item 7.01 Regulation

FD Disclosure.

On August 4, 2026, the

Company issued a press release announcing the completion of the Distribution. A copy of the press release is furnished herewith as Exhibit

99.1 and incorporated by reference herein.

The information furnished

under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange

Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

ADI and its affiliates

are party to financing arrangements previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on July

1, 2026 (the “July 8-K”). Terms used in this Item 8.01 but not otherwise defined herein shall have the meaning ascribed to

them in the July 8-K.

In connection with the

consummation of the Separation and Distribution, ADI used the net proceeds from the sale of the Notes issued under the Indenture and the

borrowings under the Term Facility under the Credit Agreement, in part, to make a one-time cash dividend of $900 million to Resideo as

partial consideration for the transfer and contribution of assets and liabilities to ADI or its subsidiaries by Resideo in connection

with the Separation (the “Cash Consideration”). On August 3, 2026, Resideo applied the proceeds of the Cash Consideration

to repay in full the Initial Term Loans and repay in part the Fourth Amendment Term Loans, in each case as defined under the Second Amended

and Restated Credit Agreement, dated as of June 4, 2026 by and among Resideo, Resideo Funding II, LLC, the other loan parties party thereto,

the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the “Existing Term Loan Facility”).

Following such repayment on August 3, 2026, the principal amount outstanding under our Existing Term Loan Facility was approximately $1,422

million, with approximately $206 million outstanding under the Fourth Amendment Term Loans maturing June 14, 2031 and approximately $1,216

million outstanding under the Sixth Amendment Term Loans (as defined in the Existing Term Loan Facility) maturing August 13, 2032, in

each case with certain extension rights in the discretion of each lender.

Resideo expects to make

a further repayment of approximately $200 million aggregate principal amount outstanding under its Existing Term Credit Facility following

the completion of post-closing cash adjustments under the Separation Agreement with ADI. Resideo expects to make such further repayment

by the end of the third fiscal quarter of 2026.

Item 9.01. Financial

Statements and Exhibits.

(b) Pro Forma Financial Information.

The Company plans to file the pro forma financial

information required under Item 9.01(b) of Form 8-K in a subsequent Current Report on Form 8-K on or before August 7, 2026.

(d) Exhibits

Exhibit No.

Description

2.1+

Separation and Distribution Agreement, dated July 31, 2026, by and between ADI Global Distribution Inc. and Resideo Technologies, Inc.

3.1

Amended & Restated Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Participating Preferred Stock of Resideo Technologies, Inc.

10.1

Employee Matters Agreement, dated July 31, 2026, by and between ADI Global Distribution Inc. and Resideo Technologies, Inc.

10.2+

Tax Matters Agreement, dated July 31, 2026, by and between ADI Global Distribution Inc. and Resideo Technologies, Inc.

10.3+

Transition Services Agreement, dated July 31, 2026, by and between ADI Global Distribution Inc. and Resideo Technologies, Inc.

10.4+

Intellectual Property Matters Agreement, dated July 31, 2026, by and between ADI Global Distribution Inc. and Resideo Technologies, Inc.

10.5+

Exchange Agreement, dated July 31, 2026, by and among Resideo Technologies, Inc., CD&R Channel Holdings, L.P. and William Galvin

10.6

Amendment No. 2 to the Investment Agreement, dated August 3, 2026, by and among Resideo Technologies, Inc., CD&R Channel Holdings, L.P. and CD&R Channel Holdings II, L.P and, solely for purposes of Section 4.10, Clayton, Dubilier & Rice Fund XII, L.P.

10.7

Amendment No. 1 to the Registration Rights Agreement, dated August 3, 2026, by and among Resideo Technologies, Inc., CD&R Channel Holdings, L.P. and CD&R Channel Holdings II, L.P.

99.1

Press Release, dated August 4, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Schedules have been omitted pursuant to Item 601(a)(5) of

Regulation S-K. The Registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

RESIDEO TECHNOLOGIES, INC.

By:

/s/ Joshua Foster

Name:

Joshua Foster

Title:

Senior Vice President, General Counsel and Corporate Secretary

Date: August 4, 2026

EX-2.1 — SEPARATION AND DISTRIBUTION AGREEMENT, DATED JULY 31, 2026, BY AND BETWEEN ADI GLOBAL DISTRIBUTION INC. AND RESIDEO TECHNOLOGIES, INC

EX-2.1

Filename: ea030018901ex2-1.htm · Sequence: 2

Exhibit 2.1

Execution Version

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

RESIDEO TECHNOLOGIES, INC.

and

ADI GLOBAL DISTRIBUTION INC.

Dated as of July 31, 2026

TABLE OF CONTENTS

Page

Article I

DEFINITIONS AND INTERPRETATION

Section 1.1

Definitions

Section 1.2

Other Defined Terms

Section 1.3

References; Interpretation

Article II

THE SEPARATION

Section 2.1

General

Section 2.2

Restructuring; Transfer of Assets; Assumption of Liabilities

Section 2.3

Treatment of Shared Contracts

Section 2.4

Termination of Agreements

Section 2.5

Transfers Not Effected at or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time

Section 2.6

Conveyancing and Assumption Instruments

Section 2.7

Further Assurances; Ancillary Agreements

Section 2.8

Novation of Liabilities; Indemnification

Section 2.9

Guarantees; Credit Support Instruments

Section 2.10

Disclaimer of Representations and Warranties

Section 2.11

ADI Financing Arrangements

Section 2.12

Cash Management; Consideration; Cash Adjustment

Article III

THE DISTRIBUTION AND ACTIONS PENDING THE DISTRIBUTION;OTHER TRANSACTIONS

Section 3.1

Distribution

Section 3.2

Fractional Shares

Section 3.3

Actions in Connection with the Distribution

Section 3.4

Sole Discretion of Resideo

Section 3.5

Conditions to Distribution

Section 3.6

Organizational Documents

Section 3.7

Directors

Section 3.8

Officers

Section 3.9

Resignations and Removals

Section 3.10

Cooperation Regarding the Distribution

Article IV

CERTAIN COVENANTS

Section 4.1

Cooperation

Section 4.2

Resideo Retained Names

Section 4.3

ADI Retained Names

Article V

INDEMNIFICATION

Section 5.1

Release of Pre-Effective Time Claims

Section 5.2

Indemnification by Resideo

Section 5.3

Indemnification by ADI SpinCo

Section 5.4

Procedures for Indemnification

Section 5.5

Cooperation in Defense and Settlement

Section 5.6

Management of Existing Actions

Section 5.7

Indemnification Payments

Section 5.8

Indemnification Obligations Net of Insurance Proceeds and Other Amounts

Section 5.9

Contribution

Section 5.10

Additional Matters; Survival of Indemnities; Coordination

Article VI

PRESERVATION OF RECORDS; ACCESS TO INFORMATION;CONFIDENTIALITY; PRIVILEGE

Section 6.1

Preservation of Corporate Records

Section 6.2

Access to Information

Section 6.3

Witness Services

Section 6.4

Reimbursement; Other Matters

Section 6.5

Confidentiality

Section 6.6

Privilege Matters

Section 6.7

Ownership of Information

Section 6.8

Processing of Personal Information

Section 6.9

Other Agreements

Article VII

DISPUTE RESOLUTION

Section 7.1

Arbitration

Section 7.2

Specific Performance

Section 7.3

Treatment of Arbitration

Section 7.4

Continuity of Service and Performance

Section 7.5

Consolidation

Section 7.6

Coordination

Article VIII

INSURANCE

Section 8.1

Insurance Matters

Section 8.2

Certain Matters Relating to Organizational Documents

Section 8.3

Indemnitor of First Resort

Article IX

MISCELLANEOUS

Section 9.1

Entire Agreement; Construction

Section 9.2

Ancillary Agreements

Section 9.3

Counterparts

Section 9.4

Survival of Agreements

Section 9.5

Expenses

Section 9.6

Notices

Section 9.7

Amendments

Section 9.8

Assignment

Section 9.9

Successors and Assigns

Section 9.10

Termination

Section 9.11

Payment Terms

Section 9.12

Subsidiaries

Section 9.13

Third Party Beneficiaries

Section 9.14

Title and Headings

Section 9.15

Exhibits and Schedules

Section 9.16

Governing Law

Section 9.17

Severability

Section 9.18

Interpretation

Section 9.19

No Duplication; No Double Recovery

Section 9.20

Tax Treatment of Payments

Section 9.21

No Waiver

Section 9.22

No Admission of Liability

Section 9.23

Advisors

Section 9.24

Authority

Section 9.25

Publicity

iii

List of Exhibits

Exhibit A

Data Privacy Agreement

Exhibit B

Employee Matters Agreement

Exhibit C

Intellectual Property Matters Agreement

Exhibit D

Tax Matters Agreement

Exhibit E

Transition Services Agreement

Exhibit F

Amended and Restated Certificate of Incorporation of ADI SpinCo

Exhibit G

Amended and Restated Bylaws of ADI SpinCo

Exhibit H

Certificate of Designations for ADI SpinCo Preferred Stock

SEPARATION AND DISTRIBUTION AGREEMENT

This SEPARATION AND DISTRIBUTION

AGREEMENT (this “Agreement”), dated as of July 31, 2026, is entered into by and between Resideo Technologies, Inc.,

a Delaware corporation (“Resideo”), and ADI Global Distribution Inc., a Delaware corporation and, as of the date hereof,

a wholly owned Subsidiary of Resideo (“ADI SpinCo”). For purposes of this Agreement, “Party” or

“Parties” means Resideo or ADI SpinCo, individually or collectively, as the case may be. Capitalized terms used in

this Agreement and not otherwise defined herein shall have the meaning set forth in Article I hereof.

W I T N E S S E T H:

WHEREAS, Resideo, acting through

its direct and indirect Subsidiaries, currently conducts the Resideo Retained Business and the ADI Business;

WHEREAS, the Board of Directors

of Resideo (the “Resideo Board”), has determined that it is appropriate, desirable and in the best interests of Resideo

and its stockholders to separate Resideo into two separate, publicly traded companies, one for each of (i) the Resideo Retained

Business, which shall be owned and conducted, directly or indirectly, by Resideo and the Persons that will be Subsidiaries thereof immediately

following the Distribution (as defined below) and (ii) the ADI Business, which shall be owned and conducted, directly or indirectly,

by ADI SpinCo and the Persons that will be Subsidiaries thereof immediately following the Distribution (the “Separation”);

WHEREAS, in order to effect

the Separation, the Resideo Board has determined that it is appropriate, desirable and in the best interests of Resideo and its stockholders

for Resideo to undertake the Internal Reorganization;

WHEREAS, in connection with

and as part of the Internal Reorganization, and pursuant to the Separation Plan, Resideo will contribute, or cause to be contributed,

to ADI SpinCo or a Subsidiary thereof the assets of, and entities conducting, the ADI Business and, in exchange therefor, ADI SpinCo shall,

or shall cause a Subsidiary thereof to, as applicable, (i) issue to Resideo shares of ADI SpinCo Common Stock and ADI SpinCo Preferred

Stock (which issuances may be actual or constructive), (ii) assume (directly or indirectly) certain Liabilities of Resideo and its

Subsidiaries associated with the ADI Business, and (iii) pay Resideo an amount of cash equal to the ADI Cash Payment (and any Cash

Adjustment payable by ADI SpinCo to Resideo), each as more fully described and subject to the terms and conditions set forth herein (collectively,

the “Contribution”);

WHEREAS, on the terms and

subject to the conditions hereof, following the completion of the Internal Reorganization, the Contribution and the receipt of the Consideration,

and pursuant to the Separation Plan, Resideo shall distribute, on a pro rata basis, to the Record Date Holders, in accordance with the

Distribution Ratio, an aggregate of 100% of the issued and outstanding shares of ADI SpinCo Common Stock (such distribution, the “Distribution”);

WHEREAS, Resideo, CD&R

Channel Holdings, L.P. (“CD&R”) and the other party thereto (the other party thereto that holds shares of Resideo

Preferred Stock as of the date hereof, together with CD&R, the “Preferred Holders”) are parties to that certain

Exchange Agreement, dated as of the date hereof (as may be amended, restated or modified from time to time, the “Exchange Agreement”),

pursuant to which, subject to the terms and conditions set forth therein, substantially concurrent with the Distribution, Resideo will

exchange all of the shares of ADI SpinCo Preferred Stock held by it for the number of shares of Resideo Preferred Stock held by the Preferred

Holders as set forth in the Exchange Agreement, and all such shares of Resideo Preferred Stock transferred to Resideo by the Preferred

Holders in connection with such exchange shall be retired and cease to be outstanding as of immediately following the Distribution;

WHEREAS, (i) the Resideo

Board has, among other things, (x) determined that the transactions contemplated by this Agreement and the Ancillary Agreements

have a valid business purpose, are in furtherance of and consistent with its business strategy and are in the best interests of Resideo

and its stockholders and (y) approved this Agreement, each of the Ancillary Agreements and the transactions contemplated by this

Agreement and each Ancillary Agreement and (ii) the Board of Directors of ADI SpinCo (the “ADI SpinCo Board”),

has approved this Agreement, each of the Ancillary Agreements (to the extent ADI SpinCo is a party thereto) and the transactions contemplated

by this Agreement and each Ancillary Agreement;

WHEREAS, the Parties desire

to set forth the principal corporate transactions required to effect the Internal Reorganization, the Contribution and the Distribution,

and certain other agreements relating to the relationship of Resideo and ADI SpinCo and their respective Subsidiaries following the Distribution;

WHEREAS, the Parties acknowledge

that this Agreement and the Ancillary Agreements represent the integrated agreement of Resideo and ADI SpinCo and their respective Subsidiaries

relating to the Internal Reorganization, the Contribution and the Distribution, are being entered into together, and would not have been

entered into independently;

WHEREAS, it is the intention

of the Parties that the Contribution, the transactions contemplated by the Exchange Agreement and the Distribution (except to the extent

of any cash received in lieu of fractional shares of ADI SpinCo Common Stock), taken together, will qualify as a transaction that is tax-free

for U.S. federal income Tax purposes under Section 355 and Section 368(a)(1)(D) of the Internal Revenue Code of 1986,

as amended (the “Code”); and

WHEREAS, this Agreement, together

with the relevant portions of the Separation Plan, is intended to be a “plan of reorganization” within the meaning of Treas.

Reg. Section 1.368-2(g).

NOW, THEREFORE, in consideration

of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

Article

DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions.

As used in this Agreement, the following terms shall have the following meanings:

(1) “Action”

shall mean any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, case, litigation, proceeding or investigation

(whether civil, criminal, administrative or investigative) by or before any grand jury, any Governmental Entity or any arbitration or

mediation tribunal.

(2) “ADI

Asset Transferee” shall mean any Person that is or, following the Effective Time, will be a member of the ADI Group to which

ADI Assets shall be or have been Transferred at or prior to the Effective Time, or to which a Transfer is contemplated by the Internal

Reorganization, the Separation Plan, this Agreement or the Ancillary Agreements to occur after the Effective Time, by an Asset Transferor

in order to consummate the transactions contemplated hereby.

(3) “ADI

Assets” shall mean:

(i) all

interests in the capital stock of, or any other equity interests in, the Persons set forth on Schedule 1.1(3)(i), and which

are held, directly or indirectly, by Resideo immediately prior to the Effective Time;

(ii) the

Assets set forth on Schedule 1.1(3)(ii);

(iii) any

and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets which have been or are to be Transferred

to or retained by any member of the ADI Group;

(iv) any

and all Assets (other than Cash Equivalents, which shall be governed solely by Section 2.12) reflected on the ADI Balance

Sheet or the accounting records supporting such balance sheet and any Assets acquired by or for ADI SpinCo or any other member of the

ADI Group subsequent to the date of the ADI Balance Sheet which, had they been so acquired on or before such date and owned as of such

date, would have been reflected on the ADI Balance Sheet if prepared on a consistent basis, excluding any dispositions of any of such

Assets subsequent to the date of the ADI Balance Sheet;

(v) all

rights, title and interest in and to the owned real property set forth on Schedule 1.1(3)(v), including all land and land

improvements, structures, buildings and building improvements, other improvements and appurtenances located thereon (the “ADI

Owned Real Property”);

(vi) all

rights, title and interest in, and to and under the leases or subleases of the real property set forth on Schedule 1.1(3)(vi)

and, to the extent provided for in such leases or subleases, any land and land improvements, structures, buildings and building improvements,

other improvements and appurtenances located thereon (the “ADI Leased Real Property”);

(vii) all

(A) Contracts exclusively related to the ADI Business (and any rights or claims arising thereunder), and (B) Contracts (and any rights

or claims arising thereunder) that are not exclusively related to the ADI Business which are set forth on Schedule 1.1(3)(vii)(B) (collectively,

the Contracts referred to in the immediately preceding clauses (A) and (B), the “ADI Contracts”);

(viii) the

Intellectual Property applications and registrations (including issued patents) set forth on Schedule 1.1(3)(viii), together

with all unregistered Intellectual Property exclusively related to the ADI Business (collectively, the “ADI Intellectual Property”),

together with all rights of priority arising from any ADI Intellectual Property, all goodwill associated with any ADI Intellectual Property,

and all rights to sue, and to seek and retain damages, for any past, present or future infringement, misappropriation or other violation

of any ADI Intellectual Property. For the avoidance of doubt, Intellectual Property that relates to the product and commercial brands

listed in Schedule 1.1(5) shall be considered to exclusively relate to the ADI Business;

(ix) all

licenses, permits, registrations, approvals and authorizations, in each case, which have been issued by any Governmental Entity that relate

exclusively to or are used exclusively in the ADI Business, and to the extent held by a member of the Resideo Group as of the Effective

Time, are transferrable in accordance with their respective terms. For the avoidance of doubt, all licenses, permits, registrations, approvals

and authorizations that relate to the product and commercial brands listed in Schedule 1.1(5) shall be considered to exclusively

relate to the ADI Business;

(x) all

Information, including Personal Information, exclusively related to, or exclusively used in, the ADI Business, or any data that has been

collected by a member of the ADI Group in respect of the ADI Business (collectively, “ADI Information”). For the avoidance

of doubt, Information that relates to the product and commercial brands listed in Schedule 1.1(5) shall be considered to

exclusively relate to the ADI Business;

(xi) excluding

any Intellectual Property (which is addressed in Section 1.1(3)(viii) above), all other IT Assets that are exclusively

used or exclusively held for use in the ADI Business. For the avoidance of doubt, IT Assets that relate to the product and commercial

brands listed in Schedule 1.1(5) shall be considered to exclusively relate to the ADI Business;

(xii) all

office equipment and furnishings located at the physical site of which the ownership or a leasehold or sub leasehold interest is being

Transferred to or retained by a member of the ADI Group (excluding any office equipment and furnishings owned by Persons other than members

of the Resideo Group);

(xiii) other

than as set forth in this Agreement, all rights relating to, arising out of or resulting from (A) any Action exclusively related to the

ADI Business, including all Actions listed on Schedule 1.1(12)(viii)(A), or (B) any Action that is not exclusively related

to the ADI Business to the extent (but solely to the extent) such rights relate to the ADI Business, including all Actions listed on Schedule 1.1(12)(viii)(B);

and

(xiv) all

other Assets (other than any Assets relating to the ADI Intellectual Property, ADI Owned Real Property, ADI Leased Real Property, ADI

Contracts or Assets that are of the type that would be listed in clauses  (ix) through (xiii)) that are held

by the ADI Group or the Resideo Group immediately prior to the Effective Time and that are primarily used and primarily held for use in

the ADI Business as conducted immediately prior to the Effective Time.

Notwithstanding anything to the contrary herein,

the ADI Assets shall not include (i) any Assets that are expressly contemplated by this Agreement or by any Ancillary Agreement

(or the Schedules hereto or thereto) as Assets to be retained by or Transferred to any member of the Resideo Group, or (ii) any Assets

that are determined by Resideo, in good faith prior to the Distribution, to arise primarily from the business or operations of the Resideo

Retained Business.

(4) “ADI

Balance Sheet” shall mean ADI SpinCo’s most recent unaudited pro forma combined balance sheet, including the notes thereto,

included in the Form 10 of ADI SpinCo that is declared effective by the Commission.

(5) “ADI

Business” shall mean the business comprising Resideo’s ADI Global Distribution segment as such business is expressly described

in the Distribution Disclosure Documents and conducted by Resideo and its Subsidiaries (including, for the avoidance of doubt, members

of the ADI Group) prior to the Effective Time, as well as any former businesses previously conducted by Resideo and its Subsidiaries (including,

for the avoidance of doubt, members of the ADI Group) prior to the Effective Time that would have been part of Resideo’s ADI Global

Distribution segment had such businesses been conducted by Resideo and its Subsidiaries as of the Effective Time, with any determination

thereof to be made reasonably by Resideo. For the avoidance of doubt, the “ADI Business” (i) includes the distribution of

products and solutions designed, manufactured or developed by Resideo’s Products and Solutions segment as of the Effective Time,

but does not include the design, manufacture or development of any such products or solutions or any related software, and (ii) includes

the design, manufacture, development and distribution of the products, platforms, software and services sold under the exclusive brands

set forth on Schedule 1.1(5), except to the extent any such product contains Resideo Retained IP. For the avoidance of doubt,

(x) subsection (i) above shall not be interpreted as a continued right to distribute any such products or services and (y) the sale of

any of Resideo’s Products and Solutions products through or under any brand set forth on Schedule 1.1(5) shall not result

in a transfer or grant of any rights, title or interest in or to any such Resideo Products and Solutions products.

(6) “ADI

Disclosure” shall mean (i)  any form, statement, schedule or other material (other than the Distribution Disclosure Documents)

filed with or furnished to the Commission, including in connection with ADI SpinCo’s obligations under the Securities Act and the

Exchange Act, any other Governmental Entity, or holders of any securities of any member of the ADI Group, in each case, on or after the

Distribution Date by or on behalf of any member of the ADI Group whether in connection with the registration, sale, or distribution of

securities or disclosure related thereto or otherwise (including periodic disclosure obligations), and (ii) any ADI Financing Documents.

(7) “ADI

Environmental Liabilities” shall mean any and all Environmental Liabilities, whether arising before, at or after the Effective

Time, to the extent relating to or resulting from or arising out of the past, present or future operation, conduct or actions of the ADI

Business or the past, present or future use of the ADI Assets, it being understood that the Liabilities set forth on Schedule 1.1(7)

shall not constitute “ADI Environmental Liabilities.”

(8) “ADI

Financing Arrangements” shall mean the financing arrangements described on Schedule 1.1(8).

(9) “ADI

Financing Documents” shall mean any documents relating to any debt issuance of ADI SpinCo or any other member of the ADI Group

whether prior to, on, or after the Distribution Date or otherwise relating to the ADI Financing Arrangements, including any offering memorandum,

confidential information memorandum, lender presentation, credit agreement or other bank financing arrangement, exchange agreement, purchase

agreement, indenture or notes (including, in each case, the representations, warranties and covenants contained therein), and any other

agreements or arrangements entered into in connection with the foregoing.

(10) “ADI

Group” shall mean (i) ADI SpinCo, (ii) each other Person that is set forth on Schedule 1.1(3)(i), and (iii) each Person

that becomes a Subsidiary of ADI SpinCo after the Effective Time.

(11) “ADI

Indemnitees” shall mean each member of the ADI Group and each of their respective Affiliates from and after the Effective Time

and each member of the ADI Group’s and such respective Affiliates’ respective current, former and future directors, officers,

employees and agents (solely in their respective capacities as current, former and future directors, officers, employees or agents of

any member of the ADI Group or their respective Affiliates) and each of the heirs, administrators, executors, successors and assigns of

any of the foregoing, except, for the avoidance of doubt, the Resideo Indemnitees.

(12) “ADI

Liabilities” shall mean:

(i) any

and all Liabilities to the extent relating to, arising out of or resulting from (a) the operation or conduct of the ADI Business,

as conducted at any time prior to, at or after the Effective Time (including any Liabilities relating to, arising out of or resulting

from any act or failure to act (x) that creates Liability under the Honeywell Separation Agreements to the extent relating to, arising

out of or resulting from the operation or conduct of the ADI Business, or (y) by any director, officer, employee, agent or representative

(whether or not such act or failure to act is or was within such Person’s authority) of the ADI Group); (b) the operation

or conduct of any business conducted by any member of the ADI Group at any time after the Effective Time (including any Liabilities relating

to, arising out of or resulting from any act or failure to act (x) that creates Liability under the Honeywell Separation Agreements to

the extent relating to, arising out of or resulting from the operation or conduct of any member of the ADI Group), or (y) by any director,

officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority)

of the ADI Group; or (c) any ADI Asset, whether arising before, at or after the Effective Time (including any Liabilities relating

to, arising out of or resulting from ADI Contracts or Shared Contracts (to the extent, in the case of Shared Contracts, such Liabilities

relate to the ADI Business));

(ii) the

Liabilities set forth on Schedule 1.1(12)(ii);

(iii) any

and all Liabilities that are expressly provided by this Agreement or any of the Ancillary Agreements as Liabilities to be Assumed by ADI

SpinCo or any other member of the ADI Group, and all agreements, obligations and Liabilities of ADI SpinCo or any other member of the

ADI Group under this Agreement or any of the Ancillary Agreements;

(iv) without

limitation of clause (i) immediately above, any and all Liabilities reflected on the ADI Balance Sheet or the accounting records supporting

such balance sheet and any Liabilities incurred by or for ADI SpinCo or any member of the ADI Group subsequent to the date of the ADI

Balance Sheet which, had they been so incurred on or before such date, would have been reflected on the ADI Balance Sheet if prepared

on a consistent basis, subject to any discharge of any of such Liabilities subsequent to the date of the ADI Balance Sheet;

(v) without

limitation of clause (i) immediately above, any and all Liabilities to the extent relating to, arising out of, or resulting from, whether

prior to, at or after the Effective Time, any infringement, misappropriation or other violation of any Intellectual Property of any other

Person related to the conduct of the ADI Business;

(vi) without

limitation of clause (i) immediately above, any and all ADI Environmental Liabilities;

(vii) any

and all Liabilities (including under applicable federal and state securities Laws) relating to, arising out of or resulting from (A) the

Distribution Disclosure Documents, (B) any ADI Disclosure, or (C) any statements (whether oral or written), press releases or other

public disclosures made on or prior to the Distribution Date by or on behalf of any member of the Resideo Group or the ADI Group, including

by any officer thereof, in respect of the transactions contemplated by this Agreement and the Ancillary Agreements;

(viii) without

limitation of clause (i) immediately above, any Liabilities relating to, arising out of or resulting from (A) any Action exclusively related

to the ADI Business, including all Actions listed on Schedule 1.1(12)(viii)(A), or (B) any Action that is not exclusively

related to the ADI Business to the extent (but solely to the extent) such Liabilities relate to the ADI Business, including all Actions

listed on Schedule 1.1(12)(viii)(B); and

(ix) without

limitation of clause (i) immediately above, any product liability claims or other claims of third parties, including any and all product

liabilities, whether such product liabilities are known or unknown, contingent or accrued, or relating to loss of life or injury to persons,

in each case, to the extent relating to, arising out of or resulting from any product developed, designed, manufactured, marketed, distributed,

leased or sold by the ADI Business.

Notwithstanding the foregoing, the ADI Liabilities

shall not include any Liabilities that are (A) expressly contemplated by this Agreement or by any Ancillary Agreement (or the Schedules

hereto or thereto) as Liabilities to be Assumed by any member of the Resideo Group, (B) expressly discharged pursuant to Section 2.4

of this Agreement or (C) Resideo Retained Liabilities. Without limiting the foregoing, the fact that a Liability shall constitute

an ADI Liability hereunder shall not affect the rights and Liabilities of the ADI Group or the Resideo Group, as applicable, in respect

of products of the Resideo Group distributed by the ADI Group pursuant to any Ancillary Agreement or Contract, whether prior to, at or

after the Effective Time.

(13) “ADI

Retained Names” shall mean the names and marks set forth in Schedule 1.1(13) and any other names or marks that

are included within the ADI Intellectual Property, together with any Trademarks containing or comprising any of such names or marks, and

any Trademarks derivative thereof or confusingly similar thereto, or any telephone numbers or other alphanumeric addresses or mnemonics

containing any of the foregoing names or marks.

(14) “ADI

SpinCo Common Stock” shall mean shares of common stock, par value $0.001 per share, of ADI SpinCo.

(15) “ADI

SpinCo Preferred Stock” shall mean shares of Series A Cumulative Convertible Participating Preferred Stock, par value $0.001

per share, of ADI SpinCo.

(16) “Affiliate”

shall mean, when used with respect to a specified Person and at a point in, or with respect to a period of, time, a Person that directly

or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person

at such point in or during such period of time. For the purposes of this definition, “control,” when used with respect to

any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management

and policies of such Person, whether through the ownership of voting securities or other interests, by Contract or otherwise. It is expressly

agreed that, (a) from and after the Effective Time, solely for purposes of this Agreement or any Ancillary Agreement, (i) no member

of the ADI Group shall be deemed an Affiliate of any member of the Resideo Group and (ii) no member of the Resideo Group shall be

deemed an Affiliate of any member of the ADI Group, and (b) whether before or after the Effective Time, solely for purposes of this Agreement

or any Ancillary Agreement, neither CD&R nor any of its Affiliates (other than Resideo, ADI SpinCo and their respective Subsidiaries,

as applicable) will be deemed an Affiliate of any member of the Resideo Group or the ADI Group, and vice versa.

(17) “Ancillary

Agreements” shall mean the Transition Services Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Intellectual

Property Matters Agreement, the Data Privacy Agreement, the Exchange Agreement, any Continuing Arrangements, any and all Conveyancing

and Assumption Instruments, and any other agreements to be entered into by and between any member of the Resideo Group, on one hand, and

any member of the ADI Group, on the other hand, at, prior to or after the Effective Time in connection with the Distribution, Internal

Reorganization, Contribution or the other transactions contemplated by this Agreement or the other Ancillary Agreements referred to herein.

(18) “Asset

Transferors” shall mean the Persons (including Resideo and ADI SpinCo, as applicable) Transferring Assets to ADI SpinCo or Resideo,

as the case may be, or one of their respective Subsidiaries in order to consummate the transactions contemplated hereby.

(19) “Assets”

shall mean all rights, title and ownership interests in and to all properties, claims, Contracts, businesses, entities or assets (including

Intellectual Property, goodwill and all direct or indirect interests in the capital stock of, or any other equity interests in, any Person),

wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description,

whether real, personal or mixed, tangible or intangible, whether accrued, contingent or otherwise, in each case, whether or not recorded

or reflected on the books and records or financial statements of any Person.

(20) “Assume”

shall have the meaning set forth in Section 2.2(c), and the terms “Assumed” and “Assumption”

shall have their correlative meanings.

(21) “Business”

shall mean the Resideo Retained Business or the ADI Business, as applicable.

(22) “Business

Day” shall mean any day other than Saturday or Sunday and any other day on which commercial banking institutions located in

New York, New York are required, or authorized by Law, to remain closed.

(23) “Cash

Equivalents” shall mean, as of any date of determination, cash and cash equivalents as determined in accordance with GAAP, and

to the extent consistent with GAAP, utilizing the accounting principles, methods, policies, practices, procedures, classifications and

methodologies used in the preparation of the consolidated balance sheet of Resideo as of the fiscal year ended December 31, 2025 included

in the Form 10-K of Resideo for fiscal year ended December 31, 2025.

(24) “Commission”

shall mean the United States Securities and Exchange Commission.

(25) “Company

Policies” shall mean all Policies of Resideo or any of its Subsidiaries, which are in effect at the Effective Time, except all

Policies acquired prior to the Effective Time in anticipation of the Distribution directly by and in the name of ADI SpinCo or a member

of the ADI Group and that provide coverage solely for one or more members of the ADI Group or the ADI Business.

(26) “Confidential

Information” shall mean all nonpublic, confidential or proprietary Information to the extent concerning a Party, its Group or

its Subsidiaries or with respect to ADI SpinCo, the ADI Business, any ADI Assets or any ADI Liabilities or with respect to Resideo, the

Resideo Retained Business, any Resideo Retained Assets or any Resideo Retained Liabilities, including any such Information that was acquired

by any Party after the Distribution pursuant to Article VI or otherwise in accordance with this Agreement, or that was provided

to a Party by a third party in confidence; except for any Information that is (i) in the public domain or generally known to the

public through no fault of the receiving Party or its Subsidiaries in violation of this Agreement, (ii) lawfully acquired after

the Distribution by such Party or its Subsidiaries from other sources not known to be subject to confidentiality obligations with respect

to such Information or (iii) independently developed by the receiving Party after the Distribution without reference to or use of

any Confidential Information. As used herein, by example and without limitation, Confidential Information shall mean any Information of

a Party marked as confidential, proprietary or nonpublic.

(27) “Consents”

shall mean any consents, waivers, notices, reports or other filings to be obtained from or made, including with respect to any Contract

or any registrations, licenses or permits, any authorizations to be obtained from, or approvals from, or notification requirements to,

any third parties or any Governmental Entity.

(28) “Continuing

Arrangements” shall mean those arrangements set forth on Schedule 1.1(28).

(29) “Contract”

shall mean any agreement, contract, subcontract, note, indenture, instrument, lease, license, sublicense, benefit plan, purchase order

or other legally binding commitment or undertaking of any nature (whether written or oral and whether express or implied).

(30) “Conveyancing

and Assumption Instruments” shall mean, collectively, the various Contracts, including the related local asset transfer agreements

and local stock transfer agreements, and other documents entered into prior to the Effective Time or to be entered into prior to or after

the Effective Time to effect the Transfer of Assets and the Assumption of Liabilities in the manner contemplated by this Agreement, the

Internal Reorganization and the Separation Plan, or otherwise relating to, arising out of or resulting from the transactions contemplated

by this Agreement, in such form or forms as the applicable Parties thereto agree.

(31) “Credit

Support Instruments” shall mean any letters of credit, performance bonds, surety bonds, bankers acceptances, or other similar

arrangements.

(32) “Data

Privacy Agreement” shall mean the Data Privacy Agreement by and between Resideo and ADI SpinCo, in the form attached hereto

as Exhibit A.

(33) “Data

Protection Requirements” shall mean (i) all applicable Laws governing privacy, data protection, cybersecurity, or data security

in all relevant jurisdictions, including, without limitation, those Laws relating to the collection, processing, use, disclosure, transfer,

security, deletion and retention of Personal Information; (ii) Resideo policies and procedures, published prior to the Distribution Date,

regarding collection, processing, use, disclosure, transfer, security, deletion and retention of Personal Information; and (iii) the privacy,

data protection, cybersecurity, or data security requirements of any Contracts, codes of conduct, or industry standards by which Resideo

or its Subsidiaries has been legally bound prior to the Distribution Date.

(34) “Distribution

Agent” shall mean Broadridge Corporate Issuer Solutions, LLC.

(35) “Distribution

Date” shall mean the date, as shall be determined by the Resideo Board, on which the Distribution occurs.

(36) “Distribution

Date Cash Amount” shall mean Resideo’s calculation of the amount of Cash Equivalents of the ADI Group as of the Effective

Time (after giving effect to (i) the payment by ADI SpinCo of the Consideration to Resideo pursuant to Section 2.12(b), (ii)

the payment (or reimbursement) by ADI SpinCo of any costs and expenses incurred by the ADI Group or Resideo Group in respect of the ADI

Financing Arrangements pursuant to Section 2.11, and (iii) the payment by ADI SpinCo of certain costs and expenses set forth on

Schedule 1.1(36)).

(37) “Distribution

Disclosure Documents” shall mean the Form 10 and all exhibits thereto (including the Information Statement), any current

reports on Form 8-K and other registration statements (including the registration statement on Form S-8 related to securities

to be offered under ADI SpinCo’s employee benefit plans), in each case as filed or furnished by ADI SpinCo with or to the Commission

in connection with the Distribution or filed or furnished by Resideo with or to the Commission, solely (in the case of such documents

filed or furnished by Resideo with or to the Commission) to the extent such documents relate to ADI SpinCo or the Distribution.

(38) “Distribution

Ratio” shall mean one share of ADI SpinCo Common Stock for every two shares of Resideo Common Stock.

(39) “Effective

Time” shall mean 12:01 a.m., New York time, on the Distribution Date.

(40) “Employee

Matters Agreement” shall mean the Employee Matters Agreement by and between Resideo and ADI SpinCo, in the form attached hereto

as Exhibit B.

(41) “Environmental

Laws” shall mean all Laws relating to (i) pollution or protection of human health or safety or the environment, including Laws

relating to the exposure to, or Release, threatened Release or the presence of, Hazardous Substances, or otherwise relating to the manufacture,

processing, distribution, use, treatment, storage, transport or handling of Hazardous Substances, (ii) recordkeeping, notification, disclosure

and reporting requirements respecting Hazardous Substances, and (iii) endangered or threatened species of fish, wildlife and plants and

the management or use of natural resources.

(42) “Environmental

Liabilities” shall mean Liabilities relating to Environmental Law or the Release or threatened Release of or exposure to Hazardous

Substances, including the following: (i) actual or alleged violations of or non-compliance with any Environmental Law, including

a failure to obtain, maintain or comply with any Environmental Permits; (ii) obligations arising under or pursuant to any applicable

Environmental Law or Environmental Permit; (iii) the presence of Hazardous Substances or the introduction of Hazardous Substances

to the environment at, in, on, under or migrating from any of the building, facility, structure or real property, including Liabilities

relating to, resulting from or arising out of the investigation, remediation, or monitoring of such Hazardous Substances; (iv) natural

resource damages, property damages, personal or bodily injury or wrongful death relating to the presence of or exposure to Hazardous Substances

(including asbestos-containing materials), at, in, on, under or migrating to or from any building, facility, structure or real property;

(v) the transport, disposal, recycling, reclamation, treatment or storage, Release or threatened Release of Hazardous Substances

at Off-Site Locations; and (vi) any agreement, decree, judgment, or order relating to the foregoing. The term “Environmental

Liabilities” does not include Liabilities arising in connection with claims for injuries to persons or property from products sold

by or services provided by the ADI Group, the Resideo Group or their predecessors, including claims related to exposure to asbestos with

respect to such products or services.

(43) “Environmental

Permit” shall mean any permit, license, approval or other authorization under any applicable Environmental Law or of any Governmental

Entity relating to Environmental Laws or Hazardous Substances.

(44) “Exchange

Act” shall mean the United States Securities Exchange Act of 1934, as amended, together with the rules and regulations

promulgated thereunder.

(45) “Final

Determination” shall have the meaning set forth in the Tax Matters Agreement.

(46) “GAAP”

shall mean generally accepted accounting principles in the United States in effect from time to time.

(47) “Governmental

Approvals” shall mean any notices or reports to be submitted to, or other registrations or filings to be made with, or any consents,

approvals, licenses, permits or authorizations to be obtained from, any Governmental Entity.

(48) “Governmental

Entity” shall mean any nation or government, any state, municipality or other political subdivision thereof and any entity,

body, agency, commission, department, board, bureau or court, whether domestic, foreign, multinational, or supranational exercising executive,

legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government and any executive official

thereof.

(49) “Government

Import/Export Accounts” means certain accounts established with the United States Customs and Border Protection agency as set

forth on Schedule 1.1(49).

(50) “Group”

shall mean (i) with respect to Resideo, the Resideo Group and (ii) with respect to ADI SpinCo, the ADI Group.

(51) “Hazardous

Substances” shall mean (i) any substances defined, listed, classified or regulated as “hazardous substances,”

“hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous

wastes,” “toxic substances,” “toxic pollutants,” “contaminants,” “pollutants,” “wastes,”

“radioactive materials,” “petroleum,” “oils” or designations of similar import under any Environmental

Law, or (ii) any other chemical, material or substance that is regulated or for which liability can be imposed under any Environmental

Law.

(52) “Honeywell

Separation Agreements” shall mean each of the agreements listed on Schedule 1.1(52).

(53) “Indebtedness”

shall mean, with respect to any Person, (i) the principal amount, prepayment and redemption premiums and penalties (if any), unpaid

fees and other monetary obligations in respect of any indebtedness for borrowed money, whether short term or long term, and all obligations

evidenced by bonds, debentures, notes, other debt securities or similar instruments, (ii) any indebtedness arising under any capital

leases (excluding, for the avoidance of doubt, any real estate leases), whether short term or long term, (iii) all liabilities secured

by any Security Interest on any assets of such Person, (iv) all liabilities under any interest rate, currency, commodity or other

swap, collar, cap or other hedging or similar agreements or arrangements, (v) all liabilities under any interest rate protection

agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement or other similar agreement designed

to protect such Person against fluctuations in interest rates, (vi) all interest-bearing indebtedness for the deferred purchase

price of property or services, (vii) all liabilities under any Credit Support Instruments, (viii) all interest, fees and other

expenses owed with respect to indebtedness described in the foregoing clauses (i) through (vii), and (ix) without duplication,

all guarantees of indebtedness referred to in the foregoing clauses (i) through (viii).

(54) “Indemnifiable

Loss” and “Indemnifiable Losses” shall mean any and all damages, losses, deficiencies, Liabilities, obligations,

penalties, judgments, settlements, claims, payments and fines.

(55) “Information”

shall mean information (including Personal Information), content and data in written, oral, electronic, computerized, digital or other

tangible or intangible media, including  books and records, whether accounting, legal or otherwise, ledgers, studies, reports, surveys,

designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, marketing plans, customer names and

information (including prospects), product costs, margins and pricing, product marketing studies and strategies, all other methodologies,

procedures, techniques and Know-How related to research, engineering, development and manufacturing, communications, correspondence, materials,

product literature, artwork, files, documents, and all other technical, financial, employee or business information, content or data,

in each case excluding any Intellectual Property therein.

(56) “Information

Statement” shall mean the Information Statement attached as Exhibit 99.1 to the Form 10, to be distributed to the

holders of shares of Resideo Common Stock in connection with the Distribution, including any amendment or supplement thereto.

(57) “Insurance

Proceeds” shall mean those monies (i) received by an insured from an insurance carrier or (ii) paid by an insurance

carrier on behalf of an insured, in either case net of any applicable deductible or retention.

(58) “Insured

Claims” shall mean those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of

any of the Company Policies, whether or not subject to deductibles, co-insurance, uncollectability or retrospectively rated premium adjustments,

but only to the extent that such Liabilities are within applicable Company Policy limits, including aggregates.

(59) “Intellectual

Property” shall mean all intellectual property rights arising in any jurisdiction of the world, including in or with respect

to, or arising from, any of the following: (i) trademarks, trade dress, service marks, certification marks, logos, slogans, design

rights, names, corporate names, trade names, Internet domain names, social media accounts and addresses and other similar designations

of source or origin, together with the goodwill symbolized by any of the foregoing (collectively, “Trademarks”); (ii) patents

and patent applications, and any and all related national or international counterparts thereto, including any divisionals, continuations,

continuations-in-part, reissues, reexaminations, substitutions and extensions thereof (collectively, “Patents”); (iii) copyrights

and copyrightable subject matter, excluding Know-How; (iv) trade secrets, and all other confidential or proprietary information,

know-how, inventions, processes, formulae, models, and methodologies, excluding Patents (collectively, “Know-How”);

and (v) all applications and registrations for any of the foregoing.

(60) “Intellectual

Property Matters Agreement” shall mean the Intellectual Property Matters Agreement by and between Resideo and ADI SpinCo, in

the form attached hereto as Exhibit C.

(61) “Internal

Reorganization” shall mean the allocation and transfer or assignment of Assets and Liabilities (including entities holding Assets

or Liabilities), including by means of the Conveyancing and Assumption Instruments, resulting in (i) the ADI Group owning and operating

the ADI Business, and (ii) the Resideo Group continuing to own and operate the Resideo Retained Business, as described in the global

plan of internal reorganization provided to ADI SpinCo by Resideo prior to the date hereof, as updated from time to time by Resideo in

its sole discretion (the “Separation Plan”), including, for the avoidance of doubt, subject to Section 2.5,

the Transfer, directly or indirectly, of all of Resideo’s or its Subsidiaries’ right, title and interest in and to the ADI

Assets, from Resideo or its Subsidiaries to the ADI Group and the Assumption of all of the ADI Liabilities, directly or indirectly, by

the ADI Group in connection with or as a result of the transactions contemplated by this Agreement.

(62) “IT

Assets” shall mean all software, computer systems, telecommunications equipment, databases, Internet Protocol addresses,

data rights and documentation, reference, resource and training materials relating thereto, and all Contracts (including Contract rights)

relating to any of the foregoing (including software license agreements, source code escrow agreements, support and maintenance agreements,

electronic database access contracts, domain name registration agreements, website hosting agreements, software or website development

agreements, outsourcing agreements, service provider agreements, interconnection agreements, governmental permits, radio licenses and

telecommunications agreements).

(63) “Law”

shall mean any applicable U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance,

regulation, rule, code, treaty (including any income tax treaty), order, approval, consent, decree, injunction, license, permit, administrative

interpretation, requirement or rule of law (including common law) or other binding directives promulgated, issued, entered into

or taken by any Governmental Entity.

(64) “Liabilities”

shall mean any and all Indebtedness, liabilities, costs, expenses, interest and obligations, whether accrued or fixed, absolute or contingent,

matured or unmatured, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law (including

Environmental Law), Action, whether asserted or unasserted, or order, writ, judgment, injunction, decree, settlement, compromise, stipulation,

determination or award entered by or with any Governmental Entity and those arising under any Contract or any fines, damages or equitable

relief which may be imposed and including all costs and expenses related thereto (including the costs and expenses of attorneys’,

accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense of any

of the foregoing or the enforcement of rights hereunder or under any Ancillary Agreement).

(65) “NYSE”

shall mean the New York Stock Exchange.

(66) “Off-Site

Location” shall mean any third party location that is not now nor has ever been owned, leased or operated by the Resideo Group

or the ADI Group or any of their respective predecessors. “Off-Site Location” does not include any property that is adjacent

to or neighboring any property formerly, currently or in the future owned, leased or operated by the Resideo Group, the ADI Group, or

their respective predecessors that has been impacted by Hazardous Substances released from such properties.

(67) “Person”

shall mean any natural person, firm, individual, corporation, business trust, joint venture, association, bank, land trust, trust company,

company, limited liability company, partnership, or other organization or entity, whether incorporated or unincorporated, or any Governmental

Entity.

(68) “Personal

Information” shall mean the same as “personal information,” “personally identifiable information,” “personal

data” or any term of similar intent, in each case, as defined under Data Protection Requirements.

(69) “Policies”

shall mean insurance policies and insurance contracts of any kind (other than life and benefits policies or contracts), including primary,

excess and umbrella policies, commercial general liability policies, fiduciary liability, directors and officers liability, automobile,

property and casualty, workers’ compensation, crime, cargo, business travel accident and employee dishonesty insurance policies

and bonds, together with the rights, benefits and privileges thereunder.

(70) “Prime

Rate” shall mean the rate last quoted as of the time of determination by The Wall Street Journal as the “Prime

Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate

published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank

prime loan” rate as of such time, or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by

Resideo) or any similar release by the Federal Reserve Board (as determined by Resideo).

(71) “Record

Date” shall mean the date determined by the Resideo Board as the record date for determining the holders of Resideo Common Stock

entitled to receive ADI SpinCo Common Stock in the Distribution.

(72) “Record

Date Holders” shall mean holders of Resideo Common Stock on the Record Date.

(73) “Release”

shall mean any release, spill, emission, discharge, leaking, pumping, injection, deposit, disposal, dispersal, leaching or migration into

the indoor or outdoor environment (including ambient air, surface water, groundwater and surface or subsurface strata) or into or out

of any property, including the movement of Hazardous Substances through or in the air, soil, surface water, groundwater or property.

(74) “Resideo

Asset Transferee” shall mean any Person that is or, following the Effective Time, will be a member of the Resideo Group to which

Resideo Retained Assets shall be or have been Transferred, directly or indirectly, at or prior to the Effective Time, or to which a Transfer

is contemplated by the Internal Reorganization, the Separation Plan, this Agreement or the Ancillary Agreements to occur after the Effective

Time, by an Asset Transferor in order to consummate the transactions contemplated hereby.

(75) “Resideo

Common Stock” shall mean the common stock of Resideo, par value $0.001 per share.

(76) “Resideo

Group” shall mean (i) Resideo and each Person that is a direct or indirect Subsidiary of Resideo other than any Subsidiary

that is a member of the ADI Group and (ii) each Person that becomes a Subsidiary of Resideo after the Effective Time.

(77) “Resideo

Indemnitees” shall mean each member of the Resideo Group and each of their respective Affiliates from and after the Effective

Time and each member of the Resideo Group’s and such respective Affiliates’ respective current, former and future directors,

officers, employees and agents (solely in their respective capacities as current, former and future directors, officers, employees or

agents of any member of the Resideo Group or their respective Affiliates) and each of the heirs, administrators, executors, successors

and assigns of any of the foregoing, except, for the avoidance of doubt, the ADI Indemnitees.

(78) “Resideo

Preferred Stock” shall mean the Series A Cumulative Convertible Participating Preferred Stock of Resideo, par value $0.001 per

share.

(79) “Resideo

Retained Assets” shall mean:

(i) any

and all Assets that are owned, leased or licensed, at or prior to the Effective Time, by Resideo or any of its Subsidiaries, that are

not ADI Assets, including (for the avoidance of doubt)  any and all Assets that are expressly contemplated by this Agreement or

any Ancillary Agreement as Assets which have been or are to be Transferred to or retained by Resideo or any other member of the Resideo

Group, including all Resideo Retained IP (including all rights of priority arising from any Resideo Retained IP, all goodwill associated

with any Resideo Retained IP, and all rights to sue, and to seek and retain damages, for any past, present or future infringement, misappropriation

or other violation of any Resideo Retained IP) and Resideo Retained Information;

(ii) without

limitation of clause (i) immediately above, each Honeywell Separation Agreement;

(iii) the

Assets listed or described on Schedule 1.1(79)(iii); and

(iv) any

and all Assets that are acquired or otherwise become Assets of the Resideo Group after the Effective Time.

(80)

“Resideo Retained Business” shall mean (i) those businesses operated by Resideo or any of its Subsidiaries prior

to the Effective Time other than the ADI Business, and (ii) those businesses acquired or established by or for any member of the

Resideo Group after the Effective Time.

(81) “Resideo

Retained Information” shall mean any and all Information (including Personal Information) owned, used or held for use by Resideo

or any of its Subsidiaries that does not comprise ADI Information.

(82) “Resideo

Retained IP” shall mean all Intellectual Property of Resideo or any of its Subsidiaries other than ADI Intellectual Property,

including the Resideo Retained Names.

(83) “Resideo

Retained Liabilities” shall mean:

(i) any

and all Liabilities to the extent relating to, arising out of or resulting from (a) the operation or conduct of the Resideo Retained

Business, as conducted at any time prior to, at or after the Effective Time (including any Liabilities relating to, arising out of or

resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure

to act is or was within such Person’s authority) of the Resideo Group); (b) the operation or conduct of any business conducted

by any member of the Resideo Group at any time after the Effective Time (including any Liabilities relating to, arising out of or resulting

from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act

is or was within such Person’s authority) of the Resideo Group); or (c) any Resideo Retained Asset, whether arising before,

at or after the Effective Time (including any Liabilities relating to, arising out of or resulting from Shared Contracts (to the extent

such Liabilities relate to the Resideo Retained Business));

(ii) any

and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement as Liabilities to be Assumed by Resideo

or any other member of the Resideo Group, and all agreements, obligations and other Liabilities of Resideo or any member of the Resideo

Group under this Agreement or any of the Ancillary Agreements; and

(iii) the

Liabilities listed on Schedule 1.1(83)(iii).

Notwithstanding the foregoing and for the avoidance

of doubt, the Resideo Retained Liabilities shall not include any Liabilities (including for Taxes) for which ADI SpinCo or a member of

the ADI Group is responsible pursuant to this Agreement or the Ancillary Agreements (including the Tax Matters Agreement).

(84) “Resideo

Retained Names” shall mean the names and marks set forth on Schedule 1.1(84) and any other names or marks that

are included within the Resideo Retained IP, together with any Trademarks containing or comprising any of such names or marks, and any

Trademarks derivative thereof or confusingly similar thereto, or any telephone numbers or other alphanumeric addresses or mnemonics containing

any of the foregoing names or marks.

(85) “Securities

Act” shall mean the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

(86) “Security

Interest” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other

restriction or similar encumbrance, excluding restrictions on transfer under securities Laws. For the avoidance of doubt, licenses, covenants

not to sue and similar rights granted with respect to Intellectual Property (other than as a security interest or lien) are not “Security

Interests” as defined hereunder.

(87) “Shared

Contract” shall mean any Contract (other than leases and Company Policies) of any member of Resideo Group or ADI Group, as applicable,

that relates in any material respect to both the ADI Business and the Resideo Retained Business, including those set forth on Schedule

1.1(87).

(88) “Subsidiary”

shall mean with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting or capital stock of which is,

as of the time in question, directly or indirectly owned by such Person and (ii) any other Person in which such Person, directly

or indirectly, owns fifty percent (50%) or more of the equity or economic interest thereof or has the power to elect or direct the election

of fifty percent (50%) or more of the members of the governing body of such entity. It is expressly agreed that, from and after the Effective

Time, solely for purposes of this Agreement, neither ADI SpinCo nor any other member of the ADI Group shall be deemed a Subsidiary of

Resideo or any other member of the Resideo Group, or vice versa.

(89) “Target

Cash Amount” shall mean $150,000,000.

(90) “Tax”

or “Taxes” shall have the meaning set forth in the Tax Matters Agreement.

(91) “Tax

Contest” shall have the meaning as set forth in the Tax Matters Agreement.

(92) “Tax

Matters Agreement” shall mean the Tax Matters Agreement by and between Resideo and ADI SpinCo, in the form attached hereto as

Exhibit D.

(93) “Tax

Records” shall have the meaning set forth in the Tax Matters Agreement.

(94) “Tax

Returns” shall have the meaning set forth in the Tax Matters Agreement.

(95) “Transfer”

shall have the meaning set forth in Section 2.2(b); and the term “Transferred” shall have its correlative

meaning.

(96) “Transition

Services Agreement” shall mean the Transition Services Agreement by and between Resideo and ADI SpinCo, in the form attached

hereto as Exhibit E.

Section 1.2 Other Defined

Terms. In addition, the following terms shall have the meanings ascribed to them in the corresponding section of this Agreement:

AAA

7.1

ADI Cash Payment

2.12(b)

ADI Contracts

see Definition of ADI Assets, 1.1

ADI CSIs

2.9(e)

ADI Intellectual Property

see Definition of ADI Assets, 1.1

ADI Leased Real Property

see Definition of ADI Assets, 1.1

ADI Owned Real Property

see Definition of ADI Assets, 1.1

ADI Released Liabilities

5.1(a)(B)

ADI Released Parties

5.1(a)(A)

ADI SpinCo

Preamble

ADI SpinCo Board

Recitals

Agreement

Preamble

Appeal Tribunal

7.1(h)

Appellate Rules

7.1(h)

Arbitral Tribunal

7.1(a)

Assume

2.2(c)

Assumed

see Definition of Assume, 1.1

Assumption

see Definition of Assume, 1.1

Bylaws

3.6

Cash Adjustment

2.12(c)(i)(2)

Cash Adjustment Notification Date

2.12(c)(i)(1)

Charter

3.6

Code

Recitals

Consideration

2.12(b)

Contribution

Recitals

Decision on Interim Relief

7.1(d)

Deferred Assets

2.5(a)

Deferred Liabilities

2.5(a)

DGCL

3.5(j)

Disputes

7.1

Distribution

Recitals

Emergency Arbitrator

7.1(d)

First Post-Distribution Report

9.25

Indemnifying Party

5.4(a)

Indemnitee

5.4(a)

Indemnity Payment

5.8(a)

Interim Relief

7.1(d)

Joint Actions

5.6(c)

Know-How

see Definition of Intellectual Property, 1.1

Liable Party

2.8(b)

Managing Party

5.6(c)

Non-Managing Party

5.6(c)

Other Party

2.8(a)

Parties

Preamble

Party

Preamble

Patents

see Definition of Intellectual Property, 1.1

Privilege

6.6(a)

Privileged Information

6.6(b)

Released Insurance Matters

8.1(k)

Resideo

Preamble

Resideo Board

Recitals

Resideo CSIs

2.9(d)

Resideo D&O Indemnitees

8.3

Resideo Indemnitors

8.3

Resideo Released Liabilities

5.1(a)(A)

Resideo Released Parties

5.1(a)(B)

Rules

7.1

Separation

Recitals

Separation Plan

see Definition of Internal Reorganization, 1.1

Third Party Claim

5.4(b)

Third Party Proceeds

5.8(a)

Trademarks

see Definition of Intellectual Property, 1.1

Transfer

2.2(b)

Transferred

see Definition of Transfer, 1.1

Section 1.3 References;

Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include

references to the plural and vice versa. Unless the context otherwise requires, the words “include,” “includes”

and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.”

Unless the context otherwise requires, references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed

references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. Unless the context otherwise requires,

the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement

refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The word “or”

shall have the inclusive meaning represented by the phrase “and/or.” Any reference to any agreement, instrument or other document

means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by

the provisions thereof and by this Agreement. Any reference to any Law (including statutes and ordinances) means such law (including all

rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at

the time of determining compliance or applicability. The words “written request” or “in writing” when used in

this Agreement shall include email. Reference in this Agreement to any time shall be to New York City, New York time unless otherwise

expressly provided herein. Unless the context requires otherwise, references in this Agreement to “Resideo” shall also be

deemed to refer to the applicable member of the Resideo Group, references to “ADI SpinCo” shall also be deemed to refer to

the applicable member of the ADI Group and, in connection therewith, any references to actions or omissions to be taken, or refrained

from being taken, as the case may be, by Resideo or ADI SpinCo shall be deemed to require Resideo or ADI SpinCo, as the case may be, to

cause the applicable members of the Resideo Group or the ADI Group, respectively, to take, or refrain from taking, any such action. Unless

otherwise expressly provided herein, whenever a Party’s consent is required under this Agreement, such consent may be withheld,

delayed or conditioned by such Party in its sole and absolute discretion, and whenever any action hereunder is at a Party’s discretion,

such action shall be at such Party’s sole and absolute discretion. In the event of any inconsistency or conflict which may arise

in the application or interpretation of any of the definitions set forth in Section 1.1 and Section 1.2, for

the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in

any such definition shall take priority over any provision of the text thereof.

Article

THE SEPARATION

Section 2.1 General.

Subject to the terms and conditions of this Agreement, the Parties shall use, and shall cause their respective Affiliates to use, their

respective reasonable best efforts to consummate the transactions contemplated hereby.

Section 2.2 Restructuring;

Transfer of Assets; Assumption of Liabilities.

(a) Internal

Reorganization. At or prior to the Effective Time, except, if applicable, for Transfers contemplated by the Internal Reorganization,

the Separation Plan, this Agreement or the Ancillary Agreements to occur after the Effective Time, the Parties shall complete the Internal

Reorganization, including by taking the actions referred to in Sections 2.2(b) and 2.2(c) below.

(b) Transfer

of Assets. At or prior to the Effective Time (it being understood that some of such Transfers may occur following the Effective Time

in accordance with Section 2.2(a) and 2.5), subject to Section 2.5 and pursuant to the Separation

Plan, the Conveyancing and Assumption Instruments and in connection with the Contribution, ADI SpinCo and Resideo shall, and shall cause

the applicable other Asset Transferors to, transfer, contribute, distribute, assign or convey or cause to be transferred, contributed,

distributed, assigned or conveyed (“Transfer”), to (A) Resideo or the respective Resideo Asset Transferees, all

of the applicable Asset Transferors’ direct or indirect right, title and interest in and to the applicable Resideo Retained Assets,

including all of the outstanding shares of capital stock of, or other ownership interests in, any Person that are included in the Resideo

Retained Assets, and the applicable Resideo Asset Transferees shall accept from such applicable Asset Transferors such applicable Asset

Transferors’ respective direct or indirect right, title and interest in and to the applicable Resideo Retained Assets, and (B) ADI

SpinCo or the respective ADI Asset Transferees, all of the applicable Asset Transferors’ direct or indirect right, title and interest

in and to the applicable ADI Assets, including all of the outstanding shares of capital stock of, or other ownership interests in, any

Persons that are included in the ADI Assets, and the applicable ADI Asset Transferees shall accept from such applicable Asset Transferors

such applicable Asset Transferors’ respective direct or indirect right, title and interest in and to the applicable ADI Assets.

of Liabilities. At or prior to the Effective Time (it being understood that some of such assumptions may occur following the Effective

Time in accordance with Section 2.2(a) and Section 2.5), subject to Section 2.5 and pursuant

to the Separation Plan, the Conveyancing and Assumption Instruments and in connection with the Contribution, (i) Resideo shall, or shall

cause a member of the Resideo Group to, accept, assume (or, as applicable, retain) and perform, discharge, fulfill and satisfy, in accordance

with their respective terms (“Assume”), all of the Resideo Retained Liabilities and (ii) ADI SpinCo shall, or shall

cause a member of the ADI Group to, Assume all of the ADI Liabilities, in each case, regardless of (A) when or where such Liabilities

arose or arise, (B) whether the facts upon which they are based occurred prior to, at or subsequent to the Effective Time, (C) whether

accruals for such Liabilities have been Transferred to ADI SpinCo or Resideo or their respective Subsidiaries or included on a combined

balance sheet of the ADI Business or the Resideo Retained Business or whether any such accruals are sufficient to cover such Liabilities,

(D) where or against whom such Liabilities are asserted or determined, (E) whether arising from or alleged to arise from negligence, gross

negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Resideo Group or the ADI Group, as the case

may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates, (F) which Person

is named in any Action associated with any Liability, or (G) any benefits, or lack thereof, that have been or may be obtained by the Resideo

Group or the ADI Group in respect of such Liabilities. Without prejudice or limitation to any of the indemnification or liability allocation

provisions contained in this Agreement, the Parties acknowledge and agree that, on the basis of all facts and circumstances as of the

date hereof and through the Effective Time, (i) ADI SpinCo shall, and is expected to, satisfy any Liability or other obligation (or portion

thereof) it Assumes pursuant to this Agreement, whether or not Resideo (or another member of the Resideo Group) has been legally relieved

of such Liability, and (ii) Resideo shall, and is expected to, satisfy any Liability or other obligation (or portion thereof) it Assumes

pursuant to this Agreement, whether or not ADI SpinCo (or another member of the ADI Group) has been legally relieved of such Liability.

(d) The

Parties shall use their reasonable best efforts to obtain the Consents required to Transfer any Assets (including any Contracts and all

licenses, permits and authorizations issued by any Governmental Entity) or parts thereof as contemplated by this Agreement; provided,

that any such efforts to obtain a Consent shall be subject to Section 9.5(c). Notwithstanding anything herein to the contrary,

no Contract or other Asset shall be transferred if it would violate applicable Law or, in the case of any Contract, the rights of any

third party to such Contract or otherwise result in a breach of such Contract; provided that Section 2.5, to the extent

provided therein, shall apply thereto.

(e) It

is understood and agreed by the Parties that certain of the Transfers referenced in Section 2.2(b) or Assumptions referenced in

Section 2.2(c) have occurred prior to the date hereof and, as a result, no additional Transfers or Assumptions of such Assets or

Liabilities, as applicable, by any member of the Resideo Group or the ADI Group, as applicable, shall be deemed to occur after the date

hereof and prior to the Effective Time with respect thereto. Moreover, to the extent that any member of the Resideo Group or the ADI Group,

as applicable, is liable for any Resideo Retained Liability or ADI Liability, respectively, by operation of Law immediately following

any Transfer in accordance with this Agreement or any Conveyancing and Assumption Instruments, there shall be no need for any other member

of the Resideo Group or the ADI Group, as applicable, to take further action to Assume such Liability in connection with the operation

of Section 2.2(c).

(f) Except

to the extent otherwise required by applicable Tax Law (as determined by Resideo in good faith), each of Resideo and ADI SpinCo shall,

and shall cause the members of its respective Group to, treat for all U.S. federal (and applicable state and local) income Tax purposes

any Liabilities of Resideo that are Assumed by ADI SpinCo (whether such Liabilities are Assumed by ADI SpinCo directly or treated as Assumed

by ADI SpinCo as a result of a transfer by Resideo to ADI SpinCo of equity interests in an entity treated as a “disregarded entity”

for U.S. federal income Tax purposes) pursuant to this Agreement in accordance with Section 5.4(a) of the Tax Matters Agreement. For purposes

of this Section 2.2(f), all references to Resideo and ADI SpinCo shall include a reference to any member of the Resideo Group and

the ADI Group that is, for U.S. federal income Tax purposes, disregarded as separate from Resideo

and ADI SpinCo, respectively.

Section 2.3 Treatment

of Shared Contracts. Without limiting the generality of the obligations set forth in Sections 2.2(a) and (b):

(a) Unless

the Parties otherwise agree in writing or the benefits of any Contract described in this Section 2.3 are expressly conveyed to

the applicable Party pursuant to an Ancillary Agreement, any Shared Contract shall be assigned in part to the applicable member(s) of

the applicable Group, if so assignable, or appropriately amended prior to, at or after the Effective Time, so that each Party or the members

of their respective Groups as of the Effective Time shall be entitled to the rights and benefits, and shall Assume the related portion

of any Liabilities, inuring to their respective Businesses; provided, however, that (x) in no event shall any member of

any Group be required to assign (or amend) any Shared Contract in its entirety or to assign (or amend) a portion of any Shared Contract

which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where

such consents or conditions have not been obtained or fulfilled, subject to Section 2.2(d)), and (y) if any Shared Contract cannot

be so partially assigned by its terms or otherwise cannot be amended or has not for any other reason been assigned or amended, or if such

assignment or amendment would impair the benefit the parties thereto derive from such Shared Contract, (A) at the reasonable request of

the Party (or the member of such Party’s Group) to which the benefit of such Shared Contract inures in part, the Party for which

such Shared Contract is, as applicable, a Resideo Retained Asset or ADI Asset shall, and shall cause each of its respective Subsidiaries

to, for a period ending not later than twelve (12) months after the Distribution Date, take such other reasonable and permissible actions

to cause such member of the ADI Group or the Resideo Group, as the case may be, to receive the benefit of that portion of each Shared

Contract that relates to the ADI Business or the Resideo Retained Business, as the case may be (in each case, to the extent so related)

as if such Shared Contract had been assigned to (or amended to allow) the applicable member of the applicable Group pursuant to this Section

2.3 and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement)

as if such Liabilities had been Assumed by a member of the applicable Group pursuant to this Section 2.3 (such that the Parties

are in the same net economic position as they would have been in had such Liabilities been Assumed by the applicable member of the applicable

Group pursuant to this Section 2.3); provided that the Party for which such Shared Contract is a Resideo Retained Asset

or an ADI Asset, as applicable, shall be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or

omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) or otherwise pursuant

to this Section 2.3(a) in connection with and relating to such Shared Contract, as the case may be, and (B) the Party to which

the benefit of such Shared Contract inures in part shall use reasonable best efforts to enter into a separate contract pursuant to which

it procures such rights and obligations as are necessary such that it no longer needs to avail itself of the arrangements provided pursuant

to this Section 2.3(a); provided that the Party for which such Shared Contract is, as applicable, a Resideo Retained Asset

or ADI Asset, and such Party’s applicable Subsidiaries shall not be liable for any actions or omissions taken in accordance with

clause (y) of this Section 2.3(a).

(b) Unless

otherwise determined by Resideo in good faith, each of Resideo and ADI SpinCo shall, and shall cause the members of its Group to, (i)

treat for all Tax purposes the portion of each Shared Contract inuring to its respective Businesses as Assets owned by, or Liabilities

of, and that had been Assumed by, as applicable, such Party as of the Effective Time and (ii) neither report nor take any Tax position

(on a Tax Return or otherwise) inconsistent with such treatment (except to the extent otherwise required by applicable Law or good-faith

resolution of a Tax Contest).

Section 2.4 Termination

of Agreements.

(a) Except

as set forth in Section 2.4(b), in furtherance of the releases and other provisions of Section 5.1, ADI SpinCo and each

member of the ADI Group, on the one hand, and Resideo and each member of the Resideo Group, on the other hand, hereby terminate any and

all Contracts between or among ADI SpinCo or any member of the ADI Group, on the one hand, and Resideo or any member of the Resideo Group,

on the other hand, effective as of the Effective Time. No such terminated Contract (including any provision thereof which purports to

survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of

the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

(b) The

provisions of Section 2.4(a) shall not apply to any of the following Contracts (or to any of the provisions thereof): (i) this

Agreement or any of the Ancillary Agreements; (ii) any Contracts to which any Person other than the Parties or any members of their respective

Groups is a party; (iii) any intercompany accounts payable, accounts receivable or other indebtedness accrued or otherwise outstanding

as of the Effective Time that are reflected in the books and records of the applicable Party or otherwise documented in writing in accordance

with past practices, which shall be settled in the manner contemplated by Section 2.4(c); and (iv) any Shared Contracts.

of the intercompany accounts receivable, accounts payable and other indebtedness between any member of the Resideo Group, on the one hand,

and any member of the ADI Group, on the other hand, accrued or otherwise outstanding as of the Effective Time shall, as of the Effective

Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing,

or otherwise as determined by Resideo in good faith, but the foregoing shall not effect or impact the rights and obligations of the Parties

under this Agreement and the Ancillary Agreements.

Section 2.5 Transfers

Not Effected at or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time.

(a) To

the extent that any Transfers of any Assets (including the capital stock or equity interest of any members of the ADI Group or the Resideo

Group) or Assumptions of any Liabilities contemplated by this Article II shall not have been consummated at or prior to the Effective

Time (such Assets subject to such delayed Transfer, the “Deferred Assets” and such Liabilities subject to such delayed

Assumptions, the “Deferred Liabilities”), the Parties shall, except as contemplated by the Internal Reorganization

or the Separation Plan, use reasonable best efforts to effect such Transfers or Assumptions as promptly as practicable following the Effective

Time. Nothing herein shall be deemed to require or constitute the Transfer of any Assets or the Assumption of any Liabilities which by

their terms or operation of Law cannot be Transferred or Assumed; provided, however, that the Parties and their respective

Subsidiaries shall cooperate and use reasonable best efforts to seek to obtain, in accordance with applicable Law, any necessary Consents

or Governmental Approvals for the Transfer of all Assets and Assumption of all Liabilities contemplated to be Transferred and Assumed

pursuant to this Article II to the fullest extent permitted by applicable Law. In the event that any such Transfer of Assets or

Assumption of Liabilities has not been consummated by the Effective Time, from and after the Effective Time, (i) the Party (or relevant

member in its Group) retaining such Deferred Assets shall thereafter, insofar as reasonably possible and to the extent permitted by applicable

Law, hold (or shall cause such member in its Group to hold) such Deferred Assets in trust for the use and benefit of the Party entitled

thereto (at the expense of the Party entitled thereto), and (ii) the Party intended to Assume such Deferred Liabilities shall, or shall

cause the applicable member of its Group to, pay or reimburse the Party retaining such Deferred Liabilities for all amounts paid or incurred

in connection with the retention of such Deferred Liabilities, as if the Party intended to Assume such Deferred Liabilities had Assumed

such Deferred Liabilities at the Effective Time and such that the Parties are in the same net economic position as they would have been

in if the Party intended to Assume such Deferred Liabilities had Assumed such Deferred Liabilities. To the extent the foregoing applies

to any Contracts (other than Shared Contracts, which shall be governed solely by Section 2.3) to be assigned for which any necessary

Consents or Governmental Approvals are not received prior to the Effective Time, the treatment of such Contracts shall, for the avoidance

of doubt, be subject to Section 2.7 and Section 2.8, to the extent applicable. In addition, the Party retaining such Deferred

Assets or Deferred Liabilities (or relevant member of its Group) shall (or shall cause such member in its Group to) treat or operate,

insofar as reasonably possible and to the extent permitted by applicable Law, such Deferred Assets or Deferred Liabilities in the ordinary

course of business and take such other actions as may be reasonably requested by the Party to which such Deferred Assets are to be Transferred

or the Party to be Assuming such Deferred Liabilities, in order to place such Party, insofar as reasonably possible and to the extent

permitted by applicable Law, in the same position as if such Deferred Assets or Deferred Liabilities had been Transferred or Assumed as

contemplated hereby and so that all the benefits and burdens relating to such Deferred Assets or Deferred Liabilities, including possession,

use, risk of loss, potential for income and gain, and dominion, control and command over such Deferred Assets or Deferred Liabilities,

are to inure from and after the Effective Time to the relevant member or members of the Resideo Group or the ADI Group, as applicable,

entitled to the receipt of such Deferred Assets or required to Assume such Deferred Liabilities. In furtherance of the foregoing, the

Parties agree that, as of the Effective Time, subject to Section 2.2(c) and Section 2.8(b), each Party shall be deemed to

have acquired complete and sole beneficial ownership over all of the Deferred Assets, together with all rights, powers and privileges

incident thereto, and shall be deemed to have Assumed in accordance with the terms of this Agreement all of the Deferred Liabilities,

and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to Assume pursuant

to the terms of this Agreement.

(b) If

and when the Consents, Governmental Approvals or conditions, the absence or non-satisfaction of which caused the deferral of Transfer

of any Asset or deferral of Assumption of any Liability pursuant to Section 2.5(a), are obtained or satisfied, the Transfer, assignment,

Assumption or novation of the applicable Asset or Liability shall be effected without further consideration in accordance with and subject

to the terms of this Agreement (including Section 2.2) or the applicable Ancillary Agreement, and shall, to the extent possible

without the imposition of any undue cost on any Party, be deemed to have become effective as of the Effective Time.

Party (or relevant member of its Group) retaining any Deferred Assets or Deferred Liabilities pursuant to Section 2.5(a) or otherwise,

shall (i) not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, assumed, or

agreed in advance to be reimbursed by the Party (or relevant member of its Group) entitled to such Deferred Assets or the Party (or relevant

member of its Group) intended to Assume such Deferred Liabilities, other than reasonable attorneys’ fees and recording or similar

or other incidental fees, all of which shall be promptly reimbursed by the Party (or relevant member of its Group) entitled to such Deferred

Assets or the Person intended to be subject to such Deferred Liabilities and (ii) be indemnified for all Indemnifiable Losses or other

Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant

member of its Group) in connection with and relating to such retained Deferred Assets or Deferred Liabilities, as the case may be.

(d) After

the Effective Time, each Party (or any member of its Group) may receive mail, packages, electronic mail and any other written communications

properly belonging to another Party (or any member of its Group). Accordingly, at all times after the Effective Time, each Party (or any

member of its Group) is hereby authorized to receive and, if reasonably necessary to identify the proper recipient in accordance with

this Section 2.5(d), open all mail, packages, electronic mail and any other written communications received by such Party (or any

member of its Group) that belongs to such other Party (or any member of its Group), and to the extent that they do not relate to the business

of the receiving Party (or any member of its Group), the receiving Party (or any member of its Group) shall promptly deliver such mail,

packages, electronic mail or any other written communications (or, in case the same also relates to the business of the receiving Party

or another Party, copies thereof) to such other Party (or any member of its Group) as provided for in Section 9.6; it being understood

that if a Party (or any member of its Group) receives a telephone call that relates to the business of the other Party (or any member

of its Group), then the receiving Party (or any member of its Group) shall inform the person making such telephone call to contact the

other Party (or any member of its Group). The provisions of this Section 2.5(d) are not intended to, and shall not, be deemed to

constitute an authorization by any Party (or any member of its Group) to permit the other to accept service of process on its behalf and

no Party (or any member of its Group) is or shall be deemed to be the agent of any other Party (or any member of its Group) for service

of process purposes.

(e) Unless

otherwise determined by Resideo in good faith, with respect to Assets and Liabilities described in Section 2.5(a), each of Resideo

and ADI SpinCo shall, and shall cause the members of its respective Group to, (i) treat for all Tax purposes (A) the Deferred Assets as

Assets having been Transferred to and owned by the Party entitled to such Deferred Assets not later than the Effective Time and (B) the

Deferred Liabilities as liabilities having been Assumed and owned by the Person intended to be subject to such Liabilities not later than

the Effective Time and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (except

to the extent otherwise required by applicable Law or good-faith resolution of a Tax Contest).

Section 2.6 Conveyancing

and Assumption Instruments. In connection with, and in furtherance of, the Transfers of Assets and the Assumptions of Liabilities

contemplated by this Agreement, the Ancillary Agreements and the Separation Plan, the Parties shall execute or cause to be executed, on

or after the date hereof by the appropriate entities to the extent not executed prior to the date hereof, any Conveyancing and Assumption

Instruments necessary to evidence the valid Transfer to the applicable Party or member of such Party’s Group of all right, title

and interest in and to its accepted Assets and the valid and effective Assumption by the applicable Party or member of such Party’s

Group of the applicable Liabilities to be Assumed hereunder for Transfers and Assumptions to be effected pursuant to Delaware Law or the

Laws of one of the other states of the United States or, if not appropriate for a given Transfer or Assumption, and for Transfers or Assumptions

to be effected pursuant to non-U.S. Laws, in such form as the Parties shall reasonably agree, including the Transfer of real property

by mutually acceptable conveyance deeds as may be appropriate and in form and substance as may be required by the jurisdiction in which

the real property is located. The Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock

record books of the corporation or other legal entities involved, or by such other means as may be required (including in any non-U.S.

jurisdiction) to Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries.

Section 2.7 Further

Assurances; Ancillary Agreements.

(a) In

addition to and without limiting the actions specifically provided for elsewhere in this Agreement and subject to the limitations expressly

set forth in this Agreement, including Section 2.5, each of the Parties shall cooperate with each other and use (and shall cause

each other member of its Group to use) reasonable best efforts, at and after the Distribution Date, to take, or to cause to be taken,

all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations

to consummate and make effective the transactions contemplated by this Agreement, the Ancillary Agreements and the Separation Plan.

(b) Without

limiting the foregoing, at and after the Distribution Date, subject to Section 9.5(c), each Party shall (and shall cause each other

member of its Group to) cooperate with the other Party (and each other member of its Group) to execute and deliver, or use reasonable

best efforts to cause to be executed and delivered, all instruments, including instruments of Transfer or title, and to make all filings

with relevant Governmental Entities or other Persons, and to obtain all Consents or Governmental Approvals with respect to any permit,

license or Contract, and to take all such other actions as such Party (or other member of its Group) may reasonably be requested to take

by the other Party (or other member of its Group) from time to time, consistent with the terms of this Agreement and the Ancillary Agreements,

in order to effectuate the provisions and purposes of this Agreement, the Ancillary Agreements, the Separation Plan and the Transfers

of the applicable Assets and the assignment and Assumption of the applicable Liabilities and the other transactions contemplated hereby

and thereby. Without limiting the foregoing, subject to Section 9.5(c), each Party shall (and shall cause each other member of

its Group to) take such other actions as may be reasonably necessary to vest in such other Party (or other member of its Group) such title

and such rights as possessed by the transferring Party (or other member of its Group) to the Assets allocated to the other Party (or other

member of its Group) under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest.

limiting the foregoing, in the event that any Party (or member of such Party’s Group) receives any Assets (including the receipt

of payments made pursuant to Contracts and proceeds from accounts receivable with respect to such Asset) or is liable for any Liability

that is otherwise allocated to any Person that is a member of the other Group pursuant to this Agreement or the Ancillary Agreements,

such Party agrees to promptly Transfer, or cause to be Transferred such Asset or Liability to the other Party so entitled thereto (or

member of such other Party’s Group as designated by such other Party) at such other Party’s expense. Prior to any such Transfer,

such Asset or Liability, as the case may be, shall be held in accordance with the provisions of Section 2.5.

(d) On

or prior to the Distribution Date, each of Resideo and ADI SpinCo shall enter into, or (where applicable) shall cause a member or members

of their respective Group to enter into, the Ancillary Agreements and any other Contracts reasonably necessary or appropriate in connection

with the transactions contemplated hereby and thereby.

(e) On

or prior to the Distribution Date, Resideo and ADI SpinCo in their respective capacities as direct or indirect stockholders of their respective

Subsidiaries, shall each ratify any actions that are reasonably necessary or desirable to be taken by any Subsidiary of Resideo or Subsidiary

of ADI SpinCo, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

(f) The

Parties agree that any and all determinations as to whether an Asset or Liability is an ADI Asset, Resideo Retained Asset, ADI Liability

or Resideo Retained Liability, as applicable, (i) shall be made by Resideo after reasonable inquiry and in good faith to the extent the

value of such Asset or Liability (as reasonably determined by Resideo) is $500,000 or less and such determination shall be binding on

the Parties, and (ii) shall be discussed in good faith with the intent of agreeing on the allocation of such Asset or Liability between

the Parties to the extent the value of such Asset or Liability (as reasonably determined by Resideo) is in excess of $500,000, it being

understood that if the Parties are unable to mutually agree on the allocation of such Asset or Liability after a reasonable period of

time, the Parties shall resolve such disagreement in accordance with the dispute resolution provisions set forth in Article VII

of this Agreement.

(g) Following

the Distribution Date, the Parties acknowledge that the Government Import/Export Accounts will remain with the applicable Group as set

forth on Schedule 1.1(49), provided, that, (i) any Assets, benefits, rights, claims or Liabilities in connection therewith

will be apportioned between the ADI Group and Resideo Group pursuant to the terms of this Agreement (including the Schedules hereto),

(ii) Resideo shall have access to, and control of, the portion of the Government Import/Export Accounts in respect of the Resideo Retained

Business, including any necessary login credentials and the ability to upload any required documentation to any customs portal associated

with the Government Import/Export Accounts, and (iii) ADI SpinCo shall have access to, and control of, the portion of the Government Import/Export

Accounts in respect of the ADI Business, including any necessary login credentials and the ability to upload any required documentation

to any customs portal associated with the Government Import/Export Accounts. To the extent there are any claims in respect of the Resideo

Retained Business or ADI Business (including any administrative claims, drawback and refund claims), as applicable, or Resideo or ADI

SpinCo wishes to make any such claims in respect of its respective Business, in each case, related to the Government Import/Export Accounts,

Resideo or ADI SpinCo, as applicable, shall act at the direction of the other Party with respect thereto and the Party acting at the direction

of the other Party shall be indemnified for all Indemnifiable Losses arising out of any such actions. The Parties acknowledge and agree

that (i) any documentation relating to the Resideo Retained Business uploaded to any customs portal in respect of the Government Import/Export

Accounts shall be deemed “Confidential Information” of Resideo hereunder, and (ii) any documentation relating to the ADI Business

uploaded to any customs portal in respect of the Government Import/Export Accounts shall be deemed “Confidential Information”

of ADI SpinCo hereunder.

Section 2.8 Novation

of Liabilities; Indemnification.

(a) Subject

to Section 9.5(c), each Party, at the request of any member of the other Party’s Group (such other Party, the “Other

Party”), shall use reasonable best efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution

or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts (other than

Shared Contracts, which shall be governed by Section 2.3) and Liabilities (other than with regard to guarantees or Credit Support

Instruments, which shall be governed by Section 2.9), but solely to the extent that the Parties (or applicable members of their

respective Groups) are jointly or each severally liable with regard to any such Contracts or Liabilities and such Contracts or Liabilities

have been, in whole, but not in part, allocated to the first Party, or, if permitted by applicable Law, to obtain in writing the unconditional

release of the applicable Other Party so that, in any such case, the members of the applicable Group shall be solely responsible for such

Contracts or Liabilities. In addition, with respect to any Action where any Party hereto is a defendant, when and if requested by such

Party, the Other Party at its own expense will use commercially reasonable efforts to remove the requesting Party as a defendant to the

extent that such Action relates solely to Assets or Liabilities that the Other Party (or any member of such requesting Party’s Group)

has been allocated pursuant to this Article II, and the Other Party will cooperate and assist in any required communication with

any plaintiff or other related third party.

(b) If

the Parties are unable to obtain, or to cause to be obtained, any required Consent, Governmental Approval, release, substitution or amendment

referenced in Section 2.8(a), the Other Party or a member of such Other Party’s Group shall continue to be bound by such

Contract, license or other obligation that does not constitute a Liability of such Other Party and, unless not permitted by applicable

Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who Assumed or retained

such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to,

pay, perform and discharge fully all the obligations or other Liabilities of such Other Party or member of such Other Party’s Group

thereunder from and after the Effective Time. For the avoidance of doubt, in furtherance of the foregoing, the Liable Party or a member

of such Liable Party’s Group, as agent or subcontractor of the Other Party or a member of such Other Party’s Group, to the

extent reasonably necessary to pay, perform and discharge fully any Liabilities, or retain the benefits (including pursuant to Section

2.5) associated with such Contract, license or other obligation, is hereby granted the right to, among other things, (i) prepare,

execute and submit invoices under such Contract or license in the name of the Other Party (or the applicable member of such Other Party’s

Group), (ii) send correspondence relating to matters under such Contract, license or other obligation in the name of the Other Party (or

the applicable member of such Other Party’s Group), (iii) upon prior written notice, file Actions in the name of the Other Party

(or the applicable member of such Other Party’s Group) in connection with such Contract, license or other obligation and (iv) otherwise

exercise all rights in respect of such Contract, license or other obligation in the name of the Other Party (or the applicable member

of such Other Party’s Group); provided that (x) such actions shall be taken in the name of the Other Party (or the applicable

member of such Other Party’s Group) only to the extent reasonably necessary or advisable in connection with the foregoing, (y) to

the extent that there shall be a conflict between the provisions of this Section 2.8(b) and the provisions of any more specific

arrangement between a member of such Liable Party’s Group and a member of such Other Party’s Group, such more specific arrangement

shall control, and (z) the Liable Party, on behalf of itself and the members of its Group, agrees not to renew or extend the term of,

increase its obligations under, or Transfer to a third party, any such Contract, license or other obligation for which the Other Party

or member of such Party’s Group is or may be liable without the prior written consent of the Other Party, unless all obligations

of the Other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably

satisfactory in form and substance to the Other Party. The Liable Party shall indemnify each Other Party and hold each of them harmless

against any Liabilities (other than Liabilities of such Other Party) arising in connection therewith; provided, that the Liable

Party shall have no obligation to indemnify the Other Party with respect to any matter to the extent that such Liabilities arise from

such Other Party’s willful breach, knowing violation of Law, fraud, misrepresentation or gross negligence in connection therewith,

in which case such Other Party shall be responsible for such Liabilities; it being understood that any exercise of rights under this Agreement

by such Other Party shall not be deemed to be willful breach, knowing violation of Law, fraud, misrepresentation or gross negligence.

The Other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable

Party or, at the direction of the Liable Party, to another member of the Liable Party’s Group, all money, rights and other consideration

received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset

of such Other Party pursuant to this Agreement). If and when any such Consent, Governmental Approval, release, substitution or amendment

shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated,

the Other Party shall, to the fullest extent permitted by applicable Law, promptly Transfer or cause the Transfer of all rights, obligations

and other Liabilities thereunder of such Other Party or any member of such Other Party’s Group to the Liable Party or to another

member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such

Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities to the fullest

extent permitted by applicable Law. Each of the applicable Parties shall, and shall cause their respective Subsidiaries to, take all actions

and do all things reasonably necessary on its part, or such Subsidiaries’ part, under applicable Law or contractual obligations

to consummate and make effective the transactions contemplated by this Section 2.8.

Section 2.9 Guarantees;

Credit Support Instruments.

(a) Except

as otherwise specified in any Ancillary Agreement, on or prior to the Distribution Date or as soon as practicable thereafter, (i) Resideo

shall (with the reasonable cooperation of the applicable member of the ADI Group) use its reasonable best efforts to have each member

of the ADI Group removed as guarantor of any Resideo Retained Liability to the fullest extent permitted by applicable Law, including in

respect of those guarantees set forth on Schedule 2.9(a)(i), and (ii) ADI SpinCo shall (with the reasonable cooperation of the

applicable member of the Resideo Group) use reasonable best efforts to have each member of the Resideo Group removed as guarantor of any

ADI Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.9(a)(ii).

(b) On

or prior to the Distribution Date or as soon as practicable thereafter, to the extent required to obtain a release from a guaranty:

(i) of

any member of the Resideo Group, ADI SpinCo shall execute a guaranty agreement substantially in the form of the existing guaranty or such

other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains

representations, covenants or other terms or provisions either (A) with which ADI SpinCo would be reasonably unable to comply or (B) which

would be reasonably expected to be breached; and

(ii) of

any member of the ADI Group, Resideo shall execute a guaranty agreement substantially in the form of the existing guaranty or such other

form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations,

covenants or other terms or provisions either (A) with which Resideo would be reasonably unable to comply or (B) which would be reasonably

expected to be breached.

Resideo or ADI SpinCo is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and

(b) of this Section 2.9, (i) Resideo, to the extent a member of the Resideo Group has assumed the underlying Liability with

respect to such guaranty, or ADI SpinCo, to the extent a member of the ADI Group has assumed the underlying Liability with respect to

such guaranty, as the case may be, shall indemnify and hold harmless the guarantor for any Indemnifiable Loss arising from or relating

thereto (in accordance with the provisions of Article V) and shall or shall cause one of its Subsidiaries, as agent or subcontractor

for such guarantor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor thereunder, (ii) ADI

SpinCo or Resideo, as applicable, shall reimburse the applicable member of the Resideo Group or ADI Group, as applicable, for all documented

out-of-pocket expenses incurred by it arising out of or related to any such guaranty; and (iii) each of Resideo and ADI SpinCo, on behalf

of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or

Transfer to a third party, any loan, guaranty, lease, Contract or other obligation for which another Party or member of such Party’s

Group is or may be liable as a guarantor without the prior written consent of such other Party, unless all obligations of such other Party

and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory

in form and substance to such Party.

(d) Resideo

and ADI SpinCo shall reasonably cooperate with respect to the replacement of, and ADI SpinCo shall use reasonable best efforts to replace,

all Credit Support Instruments issued by Resideo or other members of the Resideo Group on behalf of or in favor of any member of the ADI

Group or the ADI Business (the “Resideo CSIs”) with Credit Support Instruments from ADI SpinCo or a member of the ADI

Group, such replacement to occur as promptly as practicable prior to, on or following the Distribution Date. With respect to any Resideo

CSIs that remain outstanding after the Distribution Date, (i) ADI SpinCo shall, and shall cause the members of the ADI Group to, indemnify

and hold harmless the Resideo Indemnitees for any Liabilities arising from or relating to such Resideo CSIs, including any fees in connection

with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries

of such Resideo CSIs in accordance with the terms thereof, (ii) ADI SpinCo shall reimburse the applicable member of the Resideo Group

for all documented out-of-pocket expenses incurred by it arising out of or related to any such Resideo CSIs, and (iii) without the prior

written consent of Resideo, ADI SpinCo shall not, and shall not permit any member of the ADI Group to, enter into, renew or extend the

term of, increase its obligations under, or transfer to a third party, any loan, guaranty, lease, Contract or other obligation in connection

with which Resideo or any member of the Resideo Group has issued any Resideo CSIs which remain outstanding. Neither Resideo nor any member

of the Resideo Group will have any obligation to renew any Resideo CSIs issued on behalf of or in favor of any member of the ADI Group

or the ADI Business after the expiration of any such Resideo CSIs.

(e) Resideo

and ADI SpinCo shall reasonably cooperate with respect to the replacement of, and Resideo shall use reasonable best efforts to replace,

all Credit Support Instruments issued by ADI SpinCo or other members of the ADI Group on behalf of or in favor of any member of the Resideo

Group or the Resideo Retained Business (the “ADI CSIs”) with Credit Support Instruments from Resideo or a member of

the Resideo Group, such replacement to occur as promptly as practicable prior to, on or following the Distribution Date. With respect

to any ADI CSIs that remain outstanding after the Distribution Date, (i) Resideo shall, and shall cause the members of the Resideo Group

to, indemnify and hold harmless the ADI Indemnitees for any Liabilities arising from or relating to such ADI CSIs, including any fees

in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the

beneficiaries of such ADI CSIs in accordance with the terms thereof, (ii) Resideo shall reimburse the applicable member of the ADI Group

for all documented out-of-pocket expenses incurred by it arising out of or related to any such ADI CSIs, and (iii) without the prior written

consent of ADI SpinCo, Resideo shall not, and shall not permit any member of the Resideo Group to, enter into, renew or extend the term

of, increase its obligations under, or transfer to a third party, any loan, guaranty, lease, Contract or other obligation in connection

with which ADI SpinCo or any member of the ADI Group has issued any ADI CSIs which remain outstanding. Neither ADI SpinCo nor any member

of the ADI Group will have any obligation to renew any ADI CSIs issued on behalf of or in favor of any member of the Resideo Group or

the Resideo Retained Business after the expiration of any such ADI CSIs.

Section 2.10 Disclaimer

of Representations and Warranties.

(a) EACH

OF RESIDEO (ON BEHALF OF ITSELF AND EACH MEMBER OF THE RESIDEO GROUP) AND ADI SPINCO (ON BEHALF OF ITSELF AND EACH MEMBER OF THE ADI GROUP)

UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT OR IN ANY CONTINUING ARRANGEMENT, NO PARTY

TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT

OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES AS TO THE ASSETS, BUSINESSES

OR LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED

IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, AS TO NONINFRINGEMENT, VALIDITY OR ENFORCEABILITY

OR ANY OTHER MATTER CONCERNING, ANY ASSETS OR BUSINESS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM

FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY

OF ANY CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER OR THEREUNDER TO CONVEY TITLE TO ANY ASSET OR

THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN ANY ANCILLARY

AGREEMENT OR IN ANY CONTINUING ARRANGEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS (AND, IN THE

CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC

AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY

INTEREST AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE

NOT COMPLIED WITH.

(b) Each

of Resideo (on behalf of itself and each member of the Resideo Group) and ADI SpinCo (on behalf of itself and each member of the ADI Group)

further understands and agrees that if the disclaimer of express or implied representations and warranties contained in Section 2.10(a)

is held unenforceable or is unavailable for any reason under the Laws of any jurisdiction outside the United States or if, under the Laws

of a jurisdiction outside the United States, both Resideo or any member of the Resideo Group, on the one hand, and ADI SpinCo or any member

of the ADI Group, on the other hand, are jointly or severally liable for any Resideo Retained Liability or any ADI Liability, respectively,

then, the Parties intend that, notwithstanding any provision to the contrary under the Laws of such foreign jurisdictions, the provisions

of this Agreement and the Ancillary Agreements (including the disclaimer of all representations and warranties, allocation of Liabilities

among the Parties and their respective Subsidiaries, releases, indemnification and contribution of Liabilities) shall prevail for any

and all purposes among the Parties and their respective Subsidiaries.

hereby waives compliance by itself and each and every member of the Resideo Group with the requirements and provisions of any “bulk-sale”

or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or

all of the Resideo Retained Assets to Resideo or any member of the Resideo Group.

(d) ADI

SpinCo hereby waives compliance by itself and each and every member of the ADI Group with the requirements and provisions of any “bulk-sale”

or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or

all of the ADI Assets to ADI SpinCo or any member of the ADI Group.

Section 2.11 ADI Financing

Arrangements. On or prior to the Distribution Date, ADI SpinCo (or other relevant members of the ADI Group) shall enter into the ADI

Financing Arrangements, on such terms and conditions as determined by Resideo in good faith (including the amount that shall be borrowed

pursuant to the ADI Financing Arrangements and the terms and interest rates for such borrowings) and the ADI Financing Arrangements shall

have been consummated in accordance therewith. Resideo and ADI SpinCo shall participate in the preparation of all materials and presentations

as may be reasonably necessary to secure funding pursuant to the ADI Financing Arrangements, including rating agency presentations necessary

to obtain the requisite ratings needed to secure the financing under any of the ADI Financing Arrangements. The Parties agree that ADI

SpinCo or other applicable members of the ADI Group, and not Resideo or other applicable members of the Resideo Group, shall be responsible

for all costs and expenses associated with the ADI Financing Arrangements incurred by, and for reimbursement of such costs and expenses

to, any member of the Resideo Group or the ADI Group.

Section 2.12 Cash Management;

Consideration; Cash Adjustment.

(a) Cash

Management. Subject to any adjustment in accordance with this Section 2.12, all Cash Equivalents held by any member of the

ADI Group as of the Effective Time shall be an ADI Asset and all Cash Equivalents held by any member of the Resideo Group as of the Effective

Time shall be a Resideo Retained Asset. To the extent that following the Effective Time any Cash Equivalents are required to be transferred

from any member of the Resideo Group to any member of the ADI Group or from any member of the ADI Group to any member of the Resideo Group

to make effective the Internal Reorganization or the Contribution pursuant to this Agreement and the Ancillary Agreements (including if

required by Law or regulation to effect the foregoing, but excluding for the avoidance of doubt, the transfer of Cash Equivalents contemplated

by Section 2.12(b)), the Party receiving such Cash Equivalents shall promptly transfer an amount in cash equal to such transferred

Cash Equivalents back to the transferring Party so as not to override the allocations of Assets, Liabilities and expenses related to the

Internal Reorganization and the Contribution contemplated by this Agreement and the Ancillary Agreements.

(b) Consideration.

In exchange for the Contribution, ADI SpinCo agrees to, on or prior to the Distribution Date, (i) issue to Resideo 75,918,198 newly issued,

fully paid and non-assessable shares of ADI SpinCo Common Stock, (ii) issue to Resideo 150,000 newly issued, fully paid and non-assessable

shares of ADI SpinCo Preferred Stock, and (iii) subject to any adjustment in accordance with Section 2.12(c), pay to Resideo $900,000,000

out of the net proceeds of the ADI Financing Arrangements received by ADI SpinCo at or prior to the consummation of the Distribution (the

“ADI Cash Payment”) (such issuances and payment, collectively, the “Consideration”). The payment

of cash made by ADI SpinCo to Resideo pursuant to this Section 2.12(b) shall be made by wire transfer of immediately available

funds to an account designated by Resideo to ADI SpinCo in writing.

Adjustment.

(i) Adjustment.

(1)  As

promptly as practicable following the Distribution Date, Resideo shall calculate the Distribution Date Cash Amount and

shall promptly notify ADI SpinCo of such calculation (the date on which such notification is delivered, the “Cash Adjustment

Notification Date”). The calculation of the Distribution Date Cash Amount shall be made by Resideo in good faith and

shall be final and binding on ADI SpinCo, and shall not be subject to any challenge or dispute (pursuant

to the procedures set forth in Article VII or otherwise). ADI SpinCo shall provide Resideo with such information and access as

is reasonably requested by Resideo to calculate the Distribution Date Cash Amount.

(2) If

Resideo determines that (A) the Distribution Date Cash Amount exceeds the Target Cash Amount, the amount of such excess shall be paid

by ADI SpinCo to Resideo in accordance with Section 2.12(c)(i)(3), or (B) the Target Cash Amount exceeds the Distribution Date

Cash Amount, the amount of such excess shall be paid by Resideo to ADI SpinCo in accordance with Section 2.12(c)(i)(3) (the amount

of any such payment under clause (A) or (B), as the case may be, the “Cash Adjustment”). If

the Cash Adjustment is equal to zero, no payment in respect of such amount shall be made by either Party.

(3) If

payment is required to be made by ADI SpinCo in accordance with Section 2.12(c)(i)(2)(A), ADI SpinCo shall, within five (5) Business

Days of the Cash Adjustment Notification Date, make payment to Resideo by wire transfer in immediately available funds to

an account designated in writing by Resideo within five (5) Business Days after the Cash Adjustment Notification Date of an amount

equal to the Cash Adjustment. If payment is required to be made by Resideo in accordance with Section 2.12(c)(i)(2)(B), Resideo

shall, within five (5) Business Days of the Cash Adjustment Notification Date, make payment to ADI SpinCo by wire transfer in immediately

available funds to an account designated in writing by ADI SpinCo within five (5) Business Days

after the Cash Adjustment Notification Date of an amount equal to the Cash Adjustment.

Article

III

THE DISTRIBUTION AND ACTIONS PENDING THE DISTRIBUTION; OTHER TRANSACTIONS

Section 3.1 Distribution.

At or prior to the Distribution Date, in connection with the Contribution, ADI SpinCo shall pay or issue the Consideration to Resideo

(or Resideo and ADI SpinCo shall take or cause to be taken such other appropriate actions to ensure that Resideo has the requisite number

of shares of ADI SpinCo Common Stock and ADI SpinCo Preferred Stock) and take any other action as may be requested by Resideo in order

to effect the Distribution. Subject to the conditions and other terms set forth in this Article III, Resideo shall cause the Distribution

Agent on the Distribution Date to make the Distribution, including by crediting the appropriate number of shares of ADI SpinCo Common

Stock to book-entry accounts for each Record Date Holder. For Record Date Holders who own Resideo Common Stock through a broker or other

nominee, their shares of ADI SpinCo Common Stock will be credited to their respective accounts by such broker or nominee. No action by

any Record Date Holder (or such Record Date Holder’s designated transferee or transferees) shall be necessary to receive the applicable

number of shares of ADI SpinCo Common Stock (and, if applicable, cash in lieu of any fractional shares) such stockholder is entitled to

in the Distribution.

Section 3.2 Fractional

Shares. Record Date Holders who, after aggregating the number of shares of ADI SpinCo Common Stock (or fractions thereof) to which

such stockholder would be entitled on the Record Date, would be entitled to receive a fraction of a share of ADI SpinCo Common Stock in

the Distribution, will receive cash in lieu of fractional shares. Fractional shares of ADI SpinCo Common Stock will not be distributed

in the Distribution nor credited to book-entry accounts. As soon as practicable after the Distribution Date, Resideo shall direct the

Distribution Agent to (a) determine the number of whole shares and fractional shares of ADI SpinCo Common Stock allocable to each Record

Date Holder, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions

at then-prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (c) distribute

to each Record Date Holder, such holder’s ratable share of the net proceeds of such sale, based upon the average gross selling price

per share of ADI SpinCo Common Stock after making appropriate deductions for any Taxes required to be withheld and applicable transfer

Taxes, and after deducting the costs and expenses of such sale and distribution, including brokerage fees and commissions. Such sales

shall occur as soon after the Distribution Date as practicable and as determined by the Distribution Agent. None of Resideo, ADI SpinCo

or the applicable Distribution Agent will guarantee any minimum sale price for the fractional shares of ADI SpinCo Common Stock. Neither

Resideo nor ADI SpinCo will pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent will have the

sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at

what price to sell such shares. Neither the Distribution Agent nor the selected broker-dealers will be Affiliates of Resideo or ADI SpinCo.

Section 3.3 Actions

in Connection with the Distribution.

(a) Prior

to the Distribution Date, ADI SpinCo shall file such amendments and supplements to the Form 10 as Resideo may reasonably request, and

such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such

amendments and supplements to the Form 10 as may be required by the Commission or federal, state or foreign securities Laws. Resideo shall,

or at Resideo’s election, ADI SpinCo shall, mail (or deliver by electronic means where not prohibited by Law) to the holders of

Resideo Common Stock, at such time on or prior to the Distribution Date as Resideo shall determine, the Information Statement (or a Notice

of Internet Availability of the Information Statement). Promptly after receiving a request from Resideo, ADI SpinCo shall prepare and,

in accordance with applicable Law, file with the Commission any such documentation that Resideo reasonably determines is necessary or

desirable to effectuate the Distribution, and Resideo and ADI SpinCo shall each use reasonable best efforts to obtain all necessary approvals

from the Commission with respect thereto as soon as practicable.

(b) ADI

SpinCo shall use reasonable best efforts in preparing, filing with the Commission and causing to become effective, as soon as reasonably

practicable, a registration statement or amendments thereof which are required in connection with the establishment of, or amendments

to, any employee benefit plans of ADI SpinCo.

the extent not already approved and effective, ADI SpinCo shall use reasonable best efforts to have approved and made effective, the application

for the original listing on the NYSE of the ADI SpinCo Common Stock to be distributed in the Distribution, and the shares of ADI SpinCo

Common Stock to be reserved for issuance pursuant to any director or employee benefit plan or arrangement on the NYSE, subject to official

notice of distribution.

(d) To

the extent not already completed, ADI SpinCo shall use its reasonable best efforts to take all actions to effectuate the transactions

contemplated by the ADI Financing Arrangements, pursuant to the terms and conditions of the agreements governing the foregoing.

(e) Nothing

in this Section 3.3 shall be deemed to shift or otherwise impose Liability for any portion of ADI SpinCo’s Form 10 or Information

Statement to Resideo, it being understood that all such Liabilities shall constitute ADI Liabilities hereunder.

Section 3.4 Sole Discretion

of Resideo. Resideo, in its sole and absolute discretion, shall be entitled to determine the Distribution Date and all other terms

of the Distribution, including the form, structure and terms of any transactions to effect the Distribution and the timing of and conditions

to the consummation thereof. In addition, Resideo may, in accordance with Section 9.10, at any time and from time to time until

the completion of the Distribution, decide to abandon the Distribution or modify or change the terms of the Distribution, including by

accelerating or delaying the timing of the consummation of all or part of the Distribution. Without limiting the foregoing, Resideo shall

have the right not to complete the Distribution if, at any time prior to the Effective Time, the Resideo Board shall have determined,

in its sole discretion, that the Distribution is not in the best interests of Resideo or its stockholders, that a sale or other alternative

is in the best interests of Resideo or its stockholders or that it is not advisable at that time to separate the ADI Business from Resideo.

Section 3.5 Conditions

to Distribution. Without limiting Section 3.4, the obligation of Resideo to consummate the Distribution is subject to the prior

or simultaneous satisfaction or, to the extent permitted by applicable Law, waiver by Resideo, in its sole and absolute discretion, of

the following conditions. None of ADI SpinCo, any other member of the ADI Group, or any third party shall have any right or claim to require

the consummation of the Distribution, which shall be effected at the sole discretion of the Resideo Board. Any determination made by Resideo

prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.5 shall

be conclusive and binding on the Parties hereto. The conditions are for the sole benefit of Resideo and shall not give rise to or create

any duty on the part of Resideo or the Resideo Board to waive or not waive any such condition. Each Party will use its reasonable best

efforts to keep the other Party apprised of its efforts with respect to, and the status of, each of the following conditions:

(a) the

Commission shall have declared effective the Form 10, of which the Information Statement forms a part, and no stop order relating to the

registration statement will be in effect, no proceedings seeking such stop order shall be pending before or threatened by the Commission,

and the Information Statement (or the Notice of Internet Availability of the Information Statement) shall have been distributed to holders

of Resideo Common Stock;

(b) the

ADI SpinCo Common Stock to be distributed in the Distribution shall have been approved and accepted for listing by the NYSE, subject to

official notice of issuance;

shall have received an opinion from a qualified tax advisor (which opinion continues to be valid), in form and substance acceptable to

the Resideo Board, regarding the qualification of the Distribution and the transactions contemplated by the Exchange Agreement, together

with certain related transactions, as a “reorganization” within the meaning of Sections 368(a)(1)(D) and 355 of the Code,

and which ruling or opinion, as applicable, shall not have been withdrawn, rescinded, or modified in any material respect;

(d) all

registrations, consents and filings required under the securities or blue sky laws of states or other political subdivisions of the United

States or of other foreign jurisdictions in connection with the Distribution shall have been received or made;

(e) no

order, injunction or decree issued by any Governmental Entity of competent jurisdiction, or other legal restraint or prohibition, preventing

the consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other

event outside of Resideo’s control shall have occurred or failed to occur that prevents the consummation of all or any portion of

the Distribution or any related transactions contemplated hereby, including the Internal Reorganization;

(f) the

Internal Reorganization shall have been effectuated prior to the Distribution, except for such steps (if any) as Resideo in its sole discretion

shall have determined need not be completed or may be completed after the Effective Time;

(g) the

Resideo Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have

been withdrawn);

(h) ADI

SpinCo and Resideo shall have executed and delivered all Ancillary Agreements contemplated by this Agreement to be entered into prior

to or concurrently with the Distribution;

(i) the

transactions contemplated by the Exchange Agreement shall have consummated in accordance with its terms;

(j) an

independent appraisal firm shall have delivered an opinion to the Resideo Board that (i) after giving effect to the ADI Cash Payment and

immediately prior to giving effect to the Separation and pursuant to Section 170 of the Delaware General Corporation Law (as may be amended

from time to time, the “DGCL”), the surplus of Resideo exceeds the value of the ADI SpinCo Common Stock being distributed

to Resideo common stockholders pursuant to the Distribution; (ii) after giving effect to the financing contemplated by the ADI Financing

Arrangements and immediately prior to giving effect to the ADI Cash Payment and pursuant to Section 170 of the DGCL, the surplus of ADI

SpinCo exceeds the ADI Cash Payment; and (iii) after giving effect to the Separation, (a) the assets of each of Resideo and ADI SpinCo,

at a fair valuation, exceed its respective debts (including contingent liabilities), (b) each of Resideo and ADI SpinCo will be able to

pay its respective debts (including contingent liabilities) as they become due, and (c) each of Resideo and ADI SpinCo will not have an

unreasonably small amount of assets (or capital) for the businesses in which it is engaged or in which management has indicated it intends

to engage;

(k) the

ADI Financing Arrangements shall have been consummated and the ADI Cash Payment shall have been paid to Resideo; and

(l) no

events or developments shall have occurred or shall exist that, in the sole and absolute judgment of the Resideo Board, make it inadvisable

to effect the Internal Reorganization, Distribution and other transactions contemplated by this Agreement or would result in the Internal

Reorganization, Distribution and other transactions contemplated by this Agreement not being in the best interest of Resideo or its stockholders.

Section 3.6 Organizational

Documents. On or prior to the Distribution Date, Resideo and ADI SpinCo shall each take all actions that may be required to provide

for the adoption by ADI SpinCo of the Amended and Restated Certificate of Incorporation of ADI SpinCo substantially in the form attached

as Exhibit F (the “Charter”), the Amended and Restated Bylaws of ADI SpinCo substantially in the form attached

as Exhibit G (the “Bylaws”), and the Certificate of Designations for the Series A Cumulative Convertible Participating

Preferred Stock of ADI SpinCo substantially in the form attached hereto as Exhibit H, in each case, to be effective as of or prior

to the Distribution Date.

Section 3.7 Directors.

On or prior to the Distribution Date, Resideo and ADI SpinCo shall each take all necessary actions to cause the ADI SpinCo Board to include,

as of the Distribution Date, the individuals identified in the Distribution Disclosure Documents as directors of ADI SpinCo upon completion

of the Distribution.

Section 3.8 Officers.

On or prior to the Distribution Date, Resideo and ADI SpinCo shall each take all necessary action to cause the individuals identified

as officers of ADI SpinCo in the Distribution Disclosure Documents to be officers of ADI SpinCo as of the Distribution Date.

Section 3.9 Resignations

and Removals.

(a) Except

as provided in Section 3.9(b), on or prior to the Distribution Date or as soon thereafter as practicable, (i) Resideo shall cause

all its employees and any employees of its Subsidiaries (excluding any employees of any member of the ADI Group) to resign or be removed,

effective as of the Effective Time, from all positions as officers or directors of any member of the ADI Group in which they serve, and

(ii) ADI SpinCo shall cause all its employees and any employees of its Subsidiaries to resign, effective as of the Effective Time, from

all positions as officers or directors of any members of the Resideo Group in which they serve. Each Party shall reasonably cooperate

with the other to effect the resignations and removals contemplated in the preceding sentence, including by delivering or causing to be

delivered such documentation as may be reasonably necessary to effect the foregoing.

(b) No

Person shall be required by any Party to resign or be removed from any position or office with another Party if such Person is disclosed

in the Distribution Disclosure Documents as a Person who is to hold such position or office following the Distribution Date.

Section 3.10 Cooperation

Regarding the Distribution. ADI SpinCo shall cooperate with Resideo in all respects to accomplish the Distribution and shall, at Resideo’s

direction, promptly take any and all actions necessary or desirable to effect the Distribution, including the filing of any necessary

documents pursuant to the Exchange Act and the prompt provision of such financial and other information that may be requested by Resideo

pursuant to Section 6.2(b) of this Agreement. Resideo shall select any investment bank(s), manager(s), underwriter(s) or dealer-manager(s)

in connection with the Distribution, as well as any financial printer, solicitation or exchange agent and financial, legal, accounting,

tax and other advisors and service providers in connection with the Distribution, as applicable. ADI SpinCo and Resideo, as the case may

be, will provide to the Distribution Agent all share certificates (to the extent certificated) or book-entry authorizations (to the extent

not certificated) and ADI SpinCo will provide to Resideo and the Distribution Agent (as directed by Resideo) any information required

in order to complete the Distribution.

Article

CERTAIN

COVENANTS

Section 4.1 Cooperation.

From and after the Distribution Date, and subject to the terms of and limitations contained in this Agreement and the Ancillary Agreements,

including Section 9.5(d), each Party shall, and shall cause each other member of its Group and employees to, (i) reasonably

assist the other Party in the orderly and efficient transition to becoming a separate company to the extent set forth in the Transition

Services Agreement or as otherwise set forth herein (including, but not limited to, complying with Articles V, VI and VIII)

and (ii) reasonably assist the other Party to the extent such Party is providing or has provided services, as applicable, pursuant to

the Transition Services Agreement in connection with requests for information from, audits or other examinations of, such other Party

by a Governmental Entity.

Section 4.2 Resideo

Retained Names.

(a) ADI

SpinCo acknowledges and agrees that, except for the licensed rights expressly set forth in this Section 4.2 or pursuant to any

Ancillary Agreement or Continuing Arrangement, neither ADI SpinCo nor any of its Subsidiaries shall have any right, title or interest

in any of the Resideo Retained Names. Other than as set forth on Schedule 4.2, no later than ninety (90) days following the Distribution

Date, ADI SpinCo shall, and shall cause the members of the ADI Group to, change their names and cause their certificates of incorporation

and bylaws (or equivalent organizational documents), as applicable, to be amended to remove any reference to the Resideo Retained Names.

(b) Without

limitation of the terms of any Ancillary Agreement or Continuing Arrangement, Resideo, on behalf of itself and the other members of the

Resideo Group, hereby grants to the ADI Group, effective as of the Distribution Date, a limited, temporary, non-exclusive, non-transferable,

non-sublicensable, worldwide, royalty-free license under the Resideo Retained Names that are used in the ADI Business immediately prior

to the Distribution Date, to use and display such Resideo Retained Names, for a period of up to six (6) months (or such other period of

time set forth in Schedule 4.2 in respect of the applicable member of the ADI Group set forth therein) immediately following the

Distribution Date, solely in a manner that complies with all applicable Laws and is consistent with the manner used in the operation of

the ADI Business immediately prior to the Distribution Date, and in the case of any Resideo Retained Name that is licensed by any member

of the Resideo Group from a third party (including pursuant to the Honeywell Separation Agreements), solely to the extent such license

permits Resideo (or any other member of its Group) to license such Resideo Retained Name as contemplated herein, and ADI SpinCo shall,

and shall cause each other member of the ADI Group to comply with the terms of each such license; provided, that, following the

Distribution Date, unless otherwise directed by Resideo or as otherwise permitted pursuant to any Ancillary Agreement or Continuing Arrangement,

ADI SpinCo shall, and shall cause the members of the ADI Group to: (i) immediately cease to hold themselves out as having any affiliation

with Resideo or any members of the Resideo Group; (ii) as soon as practicable, but in no event later than six (6) months (or such other

period of time set forth in Schedule 4.2 in respect of the applicable member of the ADI Group set forth therein) following the

Distribution Date, (A) cease to make any use of any Resideo Retained Names, and (B) remove, strike over, or otherwise obliterate all Resideo

Retained Names from all assets and other materials displayed or intended for distribution by any member of the ADI Group, including any

vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites,

email, computer software and other materials and systems; and (iii) promptly after the Distribution Date post a disclaimer in a form and

manner reasonably acceptable to Resideo on the “www.adiglobal.com” and “www.snapav.com” websites for up to six

(6) months informing its customers that ADI SpinCo or the applicable member(s) of the ADI Group is responsible for the operation of the

ADI Business, including such websites. Notwithstanding anything to the contrary, and for greater clarity, nothing in this Section 4.2(b)

shall prohibit or prevent the ADI Group’s use of Resideo Retained Names (i) on internal historical documents held as of the Distribution

Date, in a descriptive or factually accurate manner constituting fair or other permitted non-trademark use, or for similar purposes, in

each case, that would not, even in the absence of a license or similar permission, constitute infringement or any other violation of a

Trademark under applicable Law and, in the case of any such Resideo Retained Name that is licensed by any member of the Resideo Group

from a third party (including pursuant to the Honeywell Separation Agreements), solely to the extent such license permits Resideo (or

any other member of its Group) to license such Resideo Retained Name as contemplated herein, or (ii) as permitted by any Ancillary Agreement

or Continuing Arrangement.

limitation of any obligations set forth in any Ancillary Agreement or Continuing Arrangement, ADI SpinCo shall, and shall cause the other

members of the ADI Group to, (i) use the Resideo Retained Names following the Distribution Date only in a form and manner, and with standards

of quality, of that in effect for the Resideo Retained Names as of the Distribution Date, and (ii) not use the Resideo Retained Names

in a manner that reflects negatively on the Resideo Retained Names or the goodwill associated therewith or on Resideo or any member of

the Resideo Group. ADI SpinCo shall indemnify, defend and hold harmless Resideo and the members of the Resideo Group from and against

any and all Indemnifiable Losses arising from or relating to the use by any member of the ADI Group of the Resideo Retained Names pursuant

to Section 4.2(b), including for the avoidance of doubt any Indemnifiable Losses arising from the ADI Group’s use of the

Resideo Retained IP that is licensed by a member of the Resideo Group from a third party.

(d) Each

of the Parties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 4.2 would be inadequate

and agrees and consents that without intending to limit any additional remedies that may be available, Resideo and the members of the

Resideo Group shall be entitled to a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy,

and without posting any bond or other undertaking, in any Action which may be brought to enforce any of the provisions of this Section

4.2.

Section 4.3 ADI Retained

Names.

(a) Resideo

acknowledges and agrees that, except for the licensed rights expressly set forth in this Section 4.3 or pursuant to any Ancillary

Agreement or Continuing Arrangement, neither Resideo nor any of its Subsidiaries shall have any right, title or interest in any of the

ADI Retained Names. No later than ninety (90) days following the Distribution Date, Resideo shall, and shall cause the members of the

Resideo Group to, change their names and cause their certificates of incorporation and bylaws (or equivalent organizational documents),

as applicable, to be amended to remove any reference to the ADI Retained Names.

(b) ADI

SpinCo, on behalf of itself and the other members of the ADI Group, hereby grants to the Resideo Group, effective as of the Distribution

Date, a limited, temporary, non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license under the ADI Retained

Names that are used in the Resideo Retained Business immediately prior to the Distribution Date, to use and display such ADI Retained

Names, for a period of up to six (6) months immediately following the Distribution Date, solely in a manner that complies with all applicable

Laws and is consistent with the manner used in the operation of the Resideo Retained Business immediately prior to the Distribution Date,

and in the case of any ADI Retained Name that is licensed by any member of the ADI Group from a third party, solely to the extent such

license permits ADI SpinCo (or any other member of its Group) to license such ADI Retained Name as contemplated herein, and Resideo shall,

and shall cause each other member of the Resideo Group to, comply with the terms of each such license; provided that following

the Distribution Date, unless otherwise directed by ADI SpinCo or as otherwise permitted pursuant to any Ancillary Agreement or Continuing

Arrangement, Resideo shall, and shall cause the members of the Resideo Group to: (i) immediately cease to hold themselves out as having

any affiliation with ADI SpinCo or any members of the ADI Group; (ii) as soon as practicable, but in no event later than six (6) months

following the Distribution Date, (A) cease to make any use of any ADI Retained Names, and (B) remove, strike over, or otherwise obliterate

all ADI Retained Names from all assets and other materials displayed or intended for distribution by any member of the Resideo Group,

including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms,

websites, email, computer software and other materials and systems; and (iii) promptly after the Distribution Date, post a disclaimer

on the “www.resideo.com” website for up to six (6) months informing its customers that Resideo and the other members of the

Resideo Group is responsible for the operation of the Resideo Retained Business, including such website. Notwithstanding anything to the

contrary, and for greater clarity, nothing in this Section 4.3(b) shall prohibit or prevent the Resideo Group’s use of ADI

Retained Names (i) on internal historical documents held as of the Distribution Date, in a descriptive or factually accurate manner constituting

fair or other permitted non-trademark use, or for similar purposes, in each case, that would not, even in the absence of a license or

similar permission, constitute infringement or any other violation of a Trademark under applicable Law, and, in the case of any such ADI

Retained Name that is licensed by any member of the ADI Group from a third party, solely to the extent such license permits ADI SpinCo

(or any other member of its Group) to license such ADI Retained Name as contemplated herein or (ii) as permitted by any Ancillary Agreement

or Continuing Arrangement.

limitation of any obligations set forth in any Ancillary Agreement or Continuing Arrangement, Resideo shall, and shall cause the other

members of the Resideo Group to, (i) use the ADI Retained Names following the Distribution Date only in a form and manner, and with standards

of quality, of that in effect for the ADI Retained Names as of the Distribution Date, and (ii) not use the ADI Retained Names in a manner

that reflects negatively on the ADI Retained Names or the goodwill associated therewith or on ADI SpinCo or any member of the ADI Group.

Resideo shall indemnify, defend and hold harmless ADI SpinCo and the members of the ADI Group from and against any and all Indemnifiable

Losses arising from or relating to the use by any member of the Resideo Group of the ADI Retained Names pursuant to Section 4.3(b),

including for the avoidance of doubt any Indemnifiable Losses arising from the Resideo Group’s use of the ADI Intellectual Property

that is licensed by a member of the ADI Group from a third party.

(d) Each

of the Parties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 4.3 would be inadequate

and agrees and consents that without intending to limit any additional remedies that may be available, ADI SpinCo and the members of the

ADI Group shall be entitled to a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy, and

without posting any bond or other undertaking, in any Action which may be brought to enforce any of the provisions of this Section

4.3.

Article

INDEMNIFICATION

Section 5.1 Release of Pre-Effective Time

Claims.

(a) Except

(i) as provided in Section 5.1(b), (ii) as may be otherwise expressly provided in, or any rights or remedies arising pursuant to,

this Agreement or in any Ancillary Agreement and (iii) for any matter for which any Party is entitled to indemnification pursuant to this

Article V:

A. Effective

as of the Effective Time, Resideo, for itself and each member of the Resideo Group, its Affiliates as of the Effective Time and, to the

extent permitted by Law, all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of any

member of the Resideo Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators,

successors and assigns, does hereby remise, release and forever discharge ADI SpinCo and the other members of the ADI Group, their respective

Affiliates as of the Effective Time and all Persons who at any time prior to the Effective Time were directors, officers, agents or employees

of any member of the ADI Group (in their respective capacities as such), in each case, together with their respective heirs, executors,

administrators, successors and assigns (collectively, the “ADI Released Parties”), from any and all Liabilities, whether

at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, in each

case, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur

or any conditions existing or alleged to have existed on or before the Distribution Date (such liabilities, the “Resideo Released

Liabilities”) and, except as set forth in clauses (i)-(iii) of this Section 5.1(a), in any event shall not, and shall

cause the other members of the Resideo Group not to, bring any Action against any ADI Released Party in respect of any Resideo Released

Liabilities. Notwithstanding the foregoing, any Liability relating to, arising out of, or resulting from the fraud or willful misconduct

of any directors, officers, agents or employees of any member of the ADI Group shall not be deemed a Resideo Released Liability for any

purpose hereunder and nothing in this Agreement shall be deemed to limit Resideo, any member of the Resideo Group, or their respective

Affiliates from commencing any Actions against any such Persons with respect thereto.

B. Effective

as of the Effective Time, ADI SpinCo, for itself and each member of the ADI Group, its Affiliates as of the Effective Time and, to the

extent permitted by Law, all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of any

member of the ADI Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators,

successors and assigns, does hereby remise, release and forever discharge Resideo and the other members of the Resideo Group, their respective

Affiliates as of the Effective Time and all Persons who at any time prior to the Effective Time were directors, officers, agents or employees

of any member of the Resideo Group (in their respective capacities as such), in each case, together with their respective heirs, executors,

administrators, successors and assigns (collectively, the “Resideo Released Parties”), from any and all Liabilities,

whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise,

in each case, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed

to occur or any conditions existing or alleged to have existed on or before the Distribution Date (such liabilities, the “ADI

Released Liabilities”) and, except as set forth in clauses (i)-(iii) of this Section 5.1(a), in any event shall not,

and shall cause the other members of the ADI Group not to, bring any Action against any Resideo Released Party. Notwithstanding the foregoing,

any Liability relating to, arising out of, or resulting from the fraud or willful misconduct of any directors, officers, agents or employees

of any member of the Resideo Group shall not be deemed an ADI Released Liability for any purpose hereunder and nothing in this Agreement

shall be deemed to limit ADI SpinCo, any member of the ADI Group, or their respective Affiliates from commencing any Actions against any

such Persons with respect thereto.

(b) Nothing

contained in this Agreement, including Section 5.1(a), shall impair or otherwise affect any right of any Party and, as applicable,

a member of such Party’s Group, as well as their respective heirs, executors, administrators, successors and assigns, to enforce

this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings contemplated in this Agreement

or in any Ancillary Agreement to continue in effect after the Effective Time. In addition, nothing contained in Section 5.1(a)

shall release any Person from:

(i) any

Liability Assumed, Transferred or allocated to a Party or a member of such Party’s Group pursuant to or as contemplated by, or any

other Liability of any member of such Group under, this Agreement or any Ancillary Agreement, including (A) with respect to Resideo, any

Resideo Retained Liability and (B) with respect to ADI SpinCo, any ADI Liability;

(ii) any

Liability provided for in or resulting from any other Contract or arrangement that is entered into after the Effective Time between any

Party (or a member of such Party’s or Parties’ Group), on the one hand, and any other Party or Parties (or a member of such

Party’s or Parties’ Group), on the other hand;

(iii) any

Liability with respect to any Continuing Arrangements; and

(iv) any

Liability the release of which would result in a release of any Person other than the Persons released in Section 5.1(a); provided

that the Parties agree not to bring any Action or permit any other member of their respective Group to bring any Action against a Person

released in Section 5.1(a) with respect to such Liability.

In addition, nothing contained in Section 5.1(a)

shall release: (i) Resideo from indemnifying any director, officer or employee of the ADI Group who was a director, officer or employee

of Resideo or any other member of the Resideo Group prior to the Distribution Date, as the case may be, to the extent such director, officer

or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification in accordance

with the organizational documents of Resideo or the applicable member of the Resideo Group; it being understood that if the underlying

obligation giving rise to such Action is an ADI Liability, ADI SpinCo shall indemnify Resideo for such Liability (including Resideo’s

costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V; and (ii) ADI

SpinCo from indemnifying any director, officer or employee of the Resideo Group who was a director, officer or employee of ADI SpinCo

or any other member of the ADI Group prior to the Distribution Date, as the case may be, to the extent such director, officer or employee

is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification in accordance with

the organizational documents of ADI SpinCo or the applicable member of the ADI Group; it being understood that if the underlying obligation

giving rise to such Action is a Resideo Retained Liability, Resideo shall indemnify ADI SpinCo for such Liability (including ADI SpinCo’s

costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V.

the Effective Time, to the extent a Party has released claims on behalf of another Person pursuant to Section 5.1 and such other

Person initiates any Action with respect to claims released by this Section 5.1, the Party with which such Person is associated

shall be responsible for the fees and expenses of counsel of the other Party (or the members of such Party’s Group, as applicable)

and such other Party shall be indemnified for all Liabilities incurred in connection with such Action in accordance with the provisions

set forth in this Article V.

Section 5.2 Indemnification

by Resideo. In addition to any other provisions of this Agreement or any Ancillary Agreement requiring indemnification and except

as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Resideo

shall, and shall cause the other members of the Resideo Group to, indemnify, defend and hold harmless the ADI Indemnitees from and against

any and all Indemnifiable Losses of the ADI Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection

with (a) the Resideo Retained Liabilities, including the failure of any member of the Resideo Group or any other Person to pay, perform

or otherwise discharge any Resideo Retained Liability in accordance with its respective terms, whether arising prior to, at or after the

Effective Time, (b) any Resideo Retained Asset or the Resideo Retained Business, whether arising prior to, at or after the Effective Time,

or (c) any breach by Resideo or any other member of the Resideo Group of any provision of this Agreement or any Ancillary Agreement unless

such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall

be made thereunder.

Section 5.3 Indemnification

by ADI SpinCo. In addition to any other provisions of this Agreement or any Ancillary Agreement requiring indemnification and except

as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, ADI

SpinCo shall, and shall cause the other members of the ADI Group to, indemnify, defend and hold harmless the Resideo Indemnitees from

and against any and all Indemnifiable Losses of the Resideo Indemnitees to the extent relating to, arising out of, by reason of or otherwise

in connection with (a) the ADI Liabilities, including the failure of any member of the ADI Group or any other Person to pay, perform or

otherwise discharge any ADI Liability in accordance with its respective terms, whether arising prior to, at or after the Effective Time,

(b) any ADI Asset or the ADI Business or any other business of the ADI Group, whether arising prior to, at or after the Effective Time,

or (c) any breach by ADI SpinCo or any other member of the ADI Group of any provision of this Agreement or any Ancillary Agreement unless

such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall

be made thereunder.

Section 5.4 Procedures

for Indemnification.

(a) Other

than with respect to Third Party Claims, which shall be governed by Section 5.4(b), each Resideo Indemnitee and ADI Indemnitee

(each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has

given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement (unless such Ancillary Agreement

expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder), the

Party which is or may be required pursuant to this Article V or pursuant to any Ancillary Agreement to make such indemnification

(the “Indemnifying Party”), within forty-five (45) days of such determination, stating in such written notice the amount

of the Indemnifiable Loss claimed, if known, and, to the extent practicable, the method of computation thereof, and referring to the provisions

of this Agreement or such Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises;

provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of

its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such

failure. The Indemnifying Party will have a period of forty-five (45) days after receipt of a notice under this Section 5.4(a)

within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice

from the Indemnitee shall be deemed rejected by the Indemnifying Party and the disputed matter shall be resolved in accordance with Article

VII. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall

be resolved in accordance with Article VII.

(b) If

a claim or demand is made against an Indemnitee by any Person who is not a Party (or otherwise a member of its Group) to this Agreement

or any Ancillary Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification

pursuant to this Agreement or any Ancillary Agreement (unless such Ancillary Agreement expressly provides for separate indemnification

therein, in which case any such indemnification claims shall be made thereunder), such Indemnitee shall notify the Indemnifying Party

in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within forty-five (45) days) after the receipt

of notice by such Indemnitee of the Third Party Claim or after the Indemnitee has determined such claim has given or could give rise to

a right of indemnification under this Agreement or any Ancillary Agreement (unless such Ancillary Agreement expressly provides for separate

indemnification therein, in which case any such indemnification claims shall be made thereunder), but in no event after two (2) Business

Days prior to the final date of the applicable response period in respect of such Third Party Claim; provided, however,

that the failure to provide notice of any such Third Party Claim pursuant to this sentence shall not release the Indemnifying Party from

any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result

of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five (5) Business

Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee

relating to the Third Party Claim, and the proviso to the immediately preceding sentence shall apply, mutatis mutandis, to this

sentence. For all purposes of this Section 5.4(b), each Party shall be deemed to have notice of the matters set forth on Schedule

5.6(a), Schedule 5.6(b), and Schedule 5.6(c) for which it is an Indemnifying Party.

than in the case of (i) Taxes addressed in the Tax Matters Agreement, which shall be addressed as set forth therein, or as otherwise set

forth in this Agreement or any other Ancillary Agreement, or (ii) any Third Party Claim set forth on Schedule 5.6(a), Schedule

5.6(b), and Schedule 5.6(c), the Indemnifying Party shall be entitled, if it so chooses, to assume the defense thereof, and

if it does not assume the defense of such Third Party Claim, to participate in the defense of any Third Party Claim in accordance with

the terms of Section 5.5 at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel,

that is (if the Indemnifying Party assumes such defense) reasonably acceptable to the Indemnitee, within thirty (30) days of the receipt

of an indemnification notice from such Indemnitee (it being understood that if the Indemnifying Party does not elect to assume the defense

within such thirty (30) day period, it shall no longer have the right to assume the defense with respect to such Third Party Claim); provided,

however, that the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim to the extent such Third

Party Claim (x) is an Action by a Governmental Entity, (y) involves an allegation of a criminal violation or (z) seeks injunctive relief

against the Indemnitee other than injunctive relief that is ancillary to the primary relief sought and not reasonably likely to be material

to the Indemnitee. In connection with the Indemnifying Party’s defense of a Third Party Claim, such Indemnitee shall have the right

to employ separate counsel and to reasonably participate in (but not control) the defense, compromise or settlement thereof, at its own

expense and, in any event, shall reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying

Party, at the Indemnifying Party’s expense, all witnesses, pertinent Information, materials and information in such Indemnitee’s

possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided,

however, that in the event of a conflict of interest between the Indemnifying Party and the applicable Indemnitee(s) or in respect

of any matter for which the Indemnifying Party is not entitled to assume the defense as set forth herein, such Indemnitee(s) shall be

entitled to retain, at the Indemnifying Party’s expense, separate counsel with respect to such matter. The Indemnifying Party shall

have the right to compromise or settle a Third Party Claim the defense of which it shall have assumed pursuant to this Section 5.4(c)

and any such settlement or compromise made or caused to be made of a Third Party Claim in accordance with this Article V shall

be binding on the Indemnitee, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction

in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying Party shall not settle any such

Third Party Claim without the written consent of the Indemnitee unless such settlement (A) completely and unconditionally releases the

Indemnitee in connection with such matter, (B) provides relief consisting solely of money damages borne by the Indemnifying Party and

(d) If

an Indemnifying Party fails for any reason to assume responsibility for defending a Third Party Claim within the period specified in this

Section 5.4, such Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party to the extent

the Indemnifying Party is determined to be required to provide indemnification hereunder in respect thereof. If an Indemnifying Party

has failed to assume the defense of the Third Party Claim within the time period specified in clause (c) above, subject to compliance

with the terms set forth in Section 5.5 and the terms set forth in the immediately preceding sentence and, as applicable, any relevant

Ancillary Agreement, it shall not be a defense to any obligation to pay any amount in respect of such Third Party Claim that the Indemnifying

Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense

were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or that such

Third Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability. No Indemnitee

may settle, compromise or admit liability with respect to any Third Party Claim without the consent of the Indemnifying Party, which consent

shall not be unreasonably withheld, conditioned or delayed.

(e) Except

as otherwise set forth herein, or to the extent set forth in any Ancillary Agreement, absent fraud or willful misconduct by an Indemnifying

Party, the indemnification provisions of this Article V shall be the sole and exclusive remedy of an Indemnitee for any monetary

or compensatory damages or Indemnifiable Losses resulting from any breach of this Agreement or any Ancillary Agreement or any other matter

subject to indemnification under this Article V, and each Indemnitee expressly waives and relinquishes any and all rights, claims

or remedies such Person may have with respect to the foregoing other than under this Article V against any Indemnifying Party,

without limitation (for the avoidance of doubt) for any rights, claims or remedies under other provisions of this Agreement or the Ancillary

Agreements. For the avoidance of doubt, all disputes in respect of this Article V shall be resolved in accordance with Article

VII.

(f) Each

Party hereby covenants and agrees that none of it or its Subsidiaries or any Person claiming through it shall bring suit or otherwise

assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator,

mediator or administrative agency anywhere in the world, alleging that: (a) the Assumption or retention of any ADI Liabilities by the

ADI Group pursuant to the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any

reason; (b) the Assumption or retention of any Resideo Retained Liabilities by the Resideo Group pursuant to the terms and conditions

set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason, or (c) the provisions of this Article

V are void or unenforceable for any reason.

(g) Notwithstanding

the foregoing, to the extent (i) any claim for indemnification is made pursuant to an Ancillary Agreement and such Ancillary Agreement

provides procedures for indemnification that differ from the provisions set forth in this Section 5.4, the terms of such Ancillary

Agreement will govern, and (ii) any claim for indemnification is made pursuant to any other provisions of this Agreement or any Ancillary

Agreement and such provision or Ancillary Agreement is silent on procedures for indemnification, the terms of this Section 5.4

shall apply mutatis mutandis in respect of such indemnification matters.

(h) The

Parties acknowledge that Liabilities for Actions or other matters subject to indemnification pursuant to this Article V (regardless

of the parties to the Actions or nature of such other matters) may be partly the responsibility and/or Liability of the Resideo Group

and partly the responsibility and/or Liability of the ADI Group, as further set forth in this Agreement or the Ancillary Agreements. If

the Parties cannot agree on the allocation of any such responsibilities or Liabilities, they shall resolve the matter pursuant to the

procedures set forth in Article VII.

Section 5.5 Cooperation

in Defense and Settlement.

(a) Other

than as set forth in Section 5.6 with respect to any Third Party Claim addressed therein, with respect to any Third Party Claim

that implicates both Parties in any material respect due to the allocation of Liabilities, responsibilities for management of defense

and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the Parties agree to use reasonable best efforts

to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, will preserve for all Parties

any Privilege with respect thereto). The Party that is not responsible for managing the defense of any such Third Party Claim shall, upon

reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel

to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 5.5(a) shall derogate from any

Party’s rights to control the defense of any Action in accordance with Section 5.4 or as set forth in an Ancillary Agreement.

(b) Each

of Resideo and ADI SpinCo agrees that at all times from and after the Distribution, if an Action is commenced by a third party naming

two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named

Parties (or any member of such Party’s respective Group) is a nominal defendant or such Action is otherwise not a Liability allocated

to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use reasonable best efforts

at its own expense to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Section 5.6 Management

of Existing Actions. This Section 5.6 shall govern the management and direction of pending Third Party Claims set forth in

Schedule 5.6(a), Schedule 5.6(b) or Schedule 5.6(c), in which members of the Resideo Group or ADI Group are named

as parties, but shall not alter the allocation of Liabilities which are deemed to be Resideo Retained Liabilities or ADI Liabilities,

as applicable, unless otherwise expressly set forth in this Section 5.6.

(a) From

and after the Distribution, the Resideo Group shall control and direct the defense or prosecution of any Third Party Claims set forth

on Schedule 5.6(a).

(b) From

and after the Distribution, the ADI Group shall control and direct the defense or prosecution of any Third Party Claims set forth on Schedule

5.6(b).

and after the Distribution, with respect to the Third Party Claims set forth on Schedule 5.6(c) (“Joint Actions”),

the Party specified on such Schedule 5.6(c) shall be solely responsible for controlling and directing the defense and prosecution

of any such Third Party Claim (the “Managing Party”) and the Parties shall, and shall cause members of their Group

to, cooperate in good faith and take all reasonable actions to permit the applicable Managing Party to control and direct each such Third

Party Claim. The Party who hereunder is, or whose member of its Group is, the Managing Party, shall consult with the other Party (the

“Non-Managing Party”) from time to time with respect to the Joint Actions; provided that the Managing Party shall have

sole authority to select counsel for any Joint Action and be reimbursed for reasonable fees and expenses of such counsel in accordance

with the allocation of Liability for such Joint Action as set forth in this Agreement or any Ancillary Agreement, as applicable, and the

Non-Managing Party, if it elects to retain its own counsel, shall do so solely at its own expense.

(d) To

the maximum extent permitted by applicable Law, the rights to recovery of each Party’s Subsidiaries in respect of any past, present

or future Third Party Claim is hereby delegated to such Party. It is the intent of the Parties that the foregoing delegation shall satisfy

any Law requiring such delegation to be effected pursuant to a power of attorney or similar instrument. The Parties and their respective

Subsidiaries shall execute such further instruments or documents as may be necessary to effect such delegation.

(e) With

respect to any Third Party Claim managed pursuant to this Section 5.6 that involves both a Resideo Retained Liability and an ADI

Liability, no Party managing such Third Party Claim pursuant to this Section 5.6 shall consent to entry of any judgment or enter

into any settlement of any such Third Party Claim without the prior written consent of the other Party (not to be unreasonably withheld,

conditioned or delayed), provided no such consent shall be required if the judgment or settlement (i) contains no finding or admission

of any violation of Law or any violation of the rights of any Person, (ii) involves only monetary relief which the Managing Party has

agreed to pay and (iii) includes a full and unconditional release of the Non-Managing Party and other members of its Group.

Section 5.7 Indemnification

Payments. Subject to Section 9.11(b), indemnification required by this Article V shall be made by periodic payments

of the amount of Indemnifiable Losses in a timely fashion during the course of the investigation or defense, as and when bills are received

or an Indemnifiable Loss incurred; provided, that, any Party receiving any such amounts undertakes to promptly reimburse the other

Party in respect of such amounts to the extent it is finally determined pursuant to the dispute resolution provisions set forth in Article

VII of this Agreement that such amounts are not Indemnifiable Losses that are subject to indemnification hereunder.

Section 5.8 Indemnification

Obligations Net of Insurance Proceeds and Other Amounts.

(a) Any

recovery by any Indemnitee for any Indemnifiable Loss subject to indemnification pursuant to this Article V shall be calculated

(i) net of Insurance Proceeds actually received by such Indemnitee with respect to any Indemnifiable Loss and (ii) net of any proceeds

actually received by such Indemnitee from any unaffiliated third party with respect to any such Liability corresponding to the Indemnifiable

Loss (“Third Party Proceeds”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to

this Article V to any Indemnitee pursuant to this Article V shall be reduced by any Insurance Proceeds or Third Party Proceeds

theretofore actually recovered by or on behalf of the Indemnitee corresponding to the related Indemnifiable Loss. If an Indemnitee receives

a payment required by this Agreement from an Indemnifying Party corresponding to any Indemnifiable Loss (an “Indemnity Payment”)

and subsequently receives Insurance Proceeds or Third Party Proceeds, then the Indemnitee shall pay to the Indemnifying Party an amount

equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance

Proceeds or Third Party Proceeds (in each case, net of any documented out-of-pocket costs or expenses

incurred in the collection thereof or taxes imposed with respect thereto) had been received, realized or recovered before the Indemnity

Payment was made.

(b) Any

Indemnity Payment shall be adjusted in accordance with Section 5.4(d) of the Tax Matters Agreement as necessary so that after making

all payments corresponding to Taxes imposed on or attributable to such Indemnity Payment (but net of any Tax benefits resulting from the

payment of such Taxes), the Indemnitee receives an amount equal to the sum it would have received had no such Taxes been imposed.

Parties hereby agree that an insurer or other third party that would otherwise be obligated to pay any amount shall not be relieved of

the responsibility with respect thereto or have any subrogation rights with respect thereto by virtue of any provision contained in this

Agreement or any Ancillary Agreement, and that no insurer or any other third party shall be entitled to a “windfall” (e.g.,

a benefit they would not otherwise be entitled to receive, or the reduction or elimination of an insurance coverage obligation that they

would otherwise have, in the absence of the indemnification or release provisions) by virtue of any provision contained in this Agreement

or any Ancillary Agreement. Each Party shall, and shall cause its Subsidiaries to, use reasonable best efforts to collect or recover,

or allow the Indemnifying Party to collect or recover, or cooperate with each other in collecting or recovering, any Insurance Proceeds

or Third Party Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification may be available under

this Article V. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required

under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Actions to collect

or recover Insurance Proceeds or Third Party Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds or Third Party

Proceeds prior to making a claim for indemnification or receiving any Indemnity Payment otherwise owed to it under this Agreement or any

Ancillary Agreement.

Section 5.9 Contribution.

If the indemnification provided for in this Article V or elsewhere in this Agreement or any Ancillary Agreement is unavailable

for any reason to an Indemnitee (other than failure to provide notice with respect to any Third Party Claims in accordance with Section

5.4(b)) in respect of any Indemnifiable Loss, then the Indemnifying Party shall, in accordance with this Section 5.9, contribute

to the Indemnifiable Losses incurred, paid or payable by such Indemnitee as a result of such Indemnifiable Loss in such proportion as

is appropriate to reflect the relative fault of ADI SpinCo and each other member of the ADI Group, on the one hand, and Resideo and each

other member of the Resideo Group, on the other hand, in connection with the circumstances which resulted in such Indemnifiable Loss,

it being understood that with respect to any Indemnifiable Losses arising out of or related to information contained in the Distribution

Disclosure Documents or other securities law filing, the relative fault shall be determined by reference to, among other things, whether

the untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact relates to information supplied

by the ADI Business or a member of the ADI Group, on the one hand, or the Resideo Retained Business or a member of the Resideo Group,

on the other hand.

Section 5.10 Additional

Matters; Survival of Indemnities; Coordination.

(a) The

indemnity agreements contained in this Article V or elsewhere in this Agreement or any Ancillary Agreement shall remain operative

and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the

Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder. The indemnity agreements contained in

this Article V or elsewhere in this Agreement or any Ancillary Agreement shall survive the Distribution.

(b) The

rights and obligations of any member of the Resideo Group or any member of the ADI Group, in each case, under this Article V or

elsewhere in this Agreement or any Ancillary Agreement shall survive (i) the sale or other Transfer by any Party or its Affiliates of

any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, restructuring,

recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries.

Article

PRESERVATION OF RECORDS; ACCESS TO INFORMATION; CONFIDENTIALITY; PRIVILEGE

Section 6.1 Preservation

of Corporate Records. Except as otherwise required by applicable Law or agreed in writing signed by the Parties, or as otherwise provided

in any Ancillary Agreement, with regard to any Information referenced in Section 6.2 or otherwise in a Party’s possession,

each Party shall use its reasonable best efforts, at such Party’s sole cost and expense, to retain such Information, until the latest

of, as applicable, (i) the date on which such Information is no longer required to be retained pursuant to the applicable record retention

policy of Resideo or such other member of the Resideo Group, respectively, as in effect immediately prior to the Distribution, including

pursuant to any “litigation hold” issued by Resideo or such other member of the Resideo Group prior to the Distribution, (ii)

the concluding date of any period as may be required by any applicable Law or Data Protection Requirement, (iii) the concluding date of

any period during which such Information relates to a pending or threatened Action which is known to the members of the Resideo Group

or the ADI Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information

would otherwise expire, and (iv) the concluding date of any period during which the destruction of such Information could interfere with

a pending or threatened investigation by a Governmental Entity which is known to the members of the Resideo Group or the ADI Group, as

applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire;

provided, that with respect to any pending or threatened Action arising after the Distribution, clause (iii) of this sentence applies

only to the extent that whichever member of the Resideo Group or the ADI Group, as applicable, is in possession of such Information has

been notified in writing pursuant to a “litigation hold” by the other Party of the relevant pending or threatened Action.

The Parties agree that upon written request from the other that certain ADI Information, Resideo Retained Information, or other Information

relating to the transactions contemplated hereby be retained in connection with an Action, the Parties shall use reasonable best efforts

to preserve and not to destroy or dispose of such Information without the consent of the requesting Party.

Section 6.2 Access to

Information. Other than in circumstances in which indemnification is sought pursuant to Article V or elsewhere in this Agreement

or any Ancillary Agreement (in which event the provisions of such Article V or such other provisions of this Agreement or any such

Ancillary Agreement shall govern) or for matters related to provision of Tax Records (in which event the provisions of the Tax Matters

Agreement shall govern) and subject to appropriate restrictions for Privileged Information or Confidential Information as agreed to amongst

the Parties:

(a) After

the Distribution, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable and bona fide

request by, and at the expense of, ADI SpinCo for specific and identified Resideo Retained Information:

(i) that

(x) relates to ADI SpinCo or the ADI Business, as the case may be, prior to the Distribution or (y) is necessary for ADI SpinCo to comply

with the terms of, or otherwise perform under, this Agreement or any Ancillary Agreement to which Resideo or ADI SpinCo are parties, Resideo

shall provide (or cause to be provided), as soon as reasonably practicable following the receipt of such request, appropriate copies of

such Information (or the originals thereof if ADI SpinCo has a reasonable need for such originals) in the possession or control of Resideo

or any other member of the Resideo Group, but only to the extent such items so relate and are not already in the possession or control

of ADI SpinCo or other members of the ADI Group; provided, that to the extent any originals are delivered to ADI SpinCo pursuant

to this Agreement or the Ancillary Agreements, ADI SpinCo shall, at its own expense, return them to Resideo within a reasonable time after

the need to retain such originals has ceased; provided, further, that such obligation to provide any requested Information

shall terminate and be of no further force and effect on the date that is the second anniversary of the Distribution Date; provided,

further, that in the event that Resideo, in its sole discretion, determines that any such access or the provision of any such Information

would violate any Law or Contract with a third party or could reasonably result in the waiver of any Privilege, Resideo shall not be obligated

to provide such Information requested by ADI SpinCo; provided, however, that Resideo will reasonably cooperate with ADI

SpinCo to provide such Information in a manner that would not result in violation of such Law or Contract or the loss or waiver of such

Privilege.

(ii) that

(x) is required by ADI SpinCo with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on

ADI SpinCo (including under applicable securities laws) by a Governmental Entity having jurisdiction over ADI SpinCo, or (y) is for use

in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation,

Action or other similar requirements, as applicable, Resideo shall provide (or cause to be provided), as soon as reasonably practicable

following the receipt of such request, appropriate copies of such Information (or the originals thereof if ADI SpinCo has a reasonable

need for such originals) in the possession or control of Resideo or any other member of the Resideo Group, but only to the extent such

items so relate and are not already in the possession or control of ADI SpinCo or other members of the ADI Group; provided, that

to the extent any originals are delivered to ADI SpinCo pursuant to this Agreement or the Ancillary Agreements, ADI SpinCo shall, at its

own expense, return them to Resideo within a reasonable time after the need to retain such originals has ceased; provided, further,

that in the event that Resideo, in its sole discretion, determines that any such access or the provision of any such Information would

violate any Law or Contract with a third party or waive any Privilege, Resideo shall not be obligated to provide such Information requested

by ADI SpinCo; provided, however, that Resideo will reasonably cooperate with ADI SpinCo to provide such Information in

a manner that would not result in violation of such Law or Contract or the loss or waiver of such Privilege.

(b) After

the Distribution, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable and bona fide

request by, and at the expense of, Resideo for specific and identified ADI Information:

(i) that

(x) relates to matters prior to the Distribution or (y) is necessary for Resideo to comply with the terms of, or otherwise perform under,

this Agreement or any Ancillary Agreement to which Resideo or ADI SpinCo are parties, ADI SpinCo shall provide (or cause to be provided),

as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof

if Resideo has a reasonable need for such originals) in the possession or control of ADI SpinCo or any other member of the ADI Group,

but only to the extent such items so relate and are not already in the possession or control of Resideo or other members of the Resideo

Group; provided, that to the extent any originals are delivered to Resideo pursuant to this Agreement or the Ancillary Agreements,

Resideo shall, at its own expense, return them to ADI SpinCo within a reasonable time after the need to retain such originals has ceased;

provided, further, that such obligation to provide any requested Information shall terminate and be of no further force

and effect on the date that is the second anniversary of the Distribution Date; provided, further, that in the event that

ADI SpinCo, in its sole discretion, determines that any such access or the provision of any such Information would violate any Law or

Contract with a third party or could reasonably result in the waiver of any Privilege, ADI SpinCo shall not be obligated to provide such

Information requested by Resideo; provided, however, that ADI SpinCo will reasonably cooperate with Resideo to provide such

Information in a manner that would not result in violation of such Law or Contract or the loss or waiver of such Privilege.

(ii) that

(x) is required by Resideo with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Resideo

(including under applicable securities laws) by a Governmental Entity having jurisdiction over Resideo, or (y) is for use in any other

judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action

or other similar requirements, as applicable, ADI SpinCo shall provide (or cause to be provided), as soon as reasonably practicable following

the receipt of such request, appropriate copies of such Information (or the originals thereof if Resideo has a reasonable need for such

originals) in the possession or control of ADI SpinCo or any other member of the ADI Group, but only to the extent such items so relate

and are not already in the possession or control of Resideo or other members of the Resideo Group; provided, that to the extent

any originals are delivered to Resideo pursuant to this Agreement or the Ancillary Agreements, Resideo shall, at its own expense, return

them to ADI SpinCo within a reasonable time after the need to retain such originals has ceased; provided, further, that

in the event that ADI SpinCo, in its sole discretion, determines that any such access or the provision of any such Information would violate

any Law or Contract with a third party or waive any Privilege, ADI SpinCo shall not be obligated to provide such Information requested

by Resideo; provided, however, that ADI SpinCo will reasonably cooperate with Resideo to provide such Information in a manner

that would not result in violation of such Law or Contract or the loss or waiver of such Privilege.

of Resideo and ADI SpinCo shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel

and other designated representatives who have had or have access to the other Party’s Confidential Information or other information

provided pursuant to this Article VI of their obligation to hold such information confidential in accordance with the provisions

of this Agreement.

(d) Without

limiting the generality of the foregoing, until the end of the first full fiscal year for Resideo occurring after the Distribution Date

(and for a reasonable period of time afterwards or as required by Law for Resideo to prepare consolidated financial statements or complete

a financial statement audit for any period during which the financial results of the ADI Group were consolidated with those of Resideo),

ADI SpinCo shall use its reasonable best efforts to cooperate with Resideo so as to enable Resideo to meet its timetable for dissemination

of its financial statements pursuant to applicable Law and to enable Resideo’s auditors to timely complete their annual audit and

quarterly reviews of financial statements, including by providing such access to ADI Information as may be appropriate and necessary to

that end. As part of such efforts, to the extent reasonably necessary for the preparation of financial statements or completing an audit

or review of financial statements or an audit of internal control over financial reporting, (i) ADI SpinCo shall authorize and direct

its auditors to make available to Resideo’s auditors, within a reasonable time prior to the date of Resideo’s auditors’

opinion or review report, both (x) the personnel who performed or will perform the annual audits and quarterly reviews of ADI SpinCo and

(y) work papers related to such annual audits and quarterly reviews, to enable Resideo’s auditors to perform any procedures they

consider reasonably necessary to take responsibility for the work of ADI SpinCo’s auditors as it relates to Resideo’s auditors’

opinion or report and (ii) until such audits are complete, ADI SpinCo shall provide reasonable access during normal business hours for

Resideo’s internal auditors, counsel and other designated representatives to (x) the premises of ADI SpinCo and its Subsidiaries

and all Information (and duplicating rights) within the knowledge, possession or control of ADI SpinCo and its Subsidiaries and (y) the

officers and employees of ADI SpinCo and its Subsidiaries, so that Resideo may conduct reasonable audits relating to the financial statements

provided by ADI SpinCo and its Subsidiaries; provided, however, that such access shall not be unreasonably disruptive to

the business and affairs of the ADI Group.

(e) Without

limiting the generality of the foregoing, until the end of the first full fiscal year for ADI SpinCo occurring after the Distribution

Date (and for a reasonable period of time afterwards or as required by Law), Resideo shall use its reasonable best efforts to cooperate

with ADI SpinCo so as to enable ADI SpinCo to meet its timetable for dissemination of its financial statements pursuant to applicable

Law and to enable ADI SpinCo’s auditors to timely complete their annual audit and quarterly reviews of financial statements, including

by providing such access to Resideo Retained Information as may be appropriate or necessary to that end. As part of such efforts, to the

extent reasonably necessary for the preparation of financial statements or completing an audit or review of financial statements or an

audit of internal control over financial reporting, (i) Resideo shall authorize and direct its auditors to make available to ADI SpinCo’s

auditors, within a reasonable time prior to the date of ADI SpinCo’s auditors’ opinion or review report, both (x) the personnel

who performed or will perform the annual audits and quarterly reviews of Resideo and (y) work papers related to such annual audits and

quarterly reviews, to enable ADI SpinCo’s auditors to perform any procedures they consider reasonably necessary to take responsibility

for the work of Resideo’s auditors as it relates to ADI SpinCo’s auditors’ opinion or report and (ii) until such audits

are complete, Resideo shall provide reasonable access during normal business hours for ADI SpinCo’s internal auditors, counsel and

other designated representatives to (x) the premises of Resideo and its Subsidiaries and all Information (and duplicating rights) within

the knowledge, possession or control of Resideo and its Subsidiaries and (y) the officers and employees of Resideo and its Subsidiaries,

so that ADI SpinCo may conduct reasonable audits relating to the financial statements provided by Resideo and its Subsidiaries; provided,

however, that such access shall not be unreasonably disruptive to the business and affairs of the Resideo Group.

(f) In

order to enable the principal executive officer(s) and principal financial officer(s) (as such terms are defined in the rules and regulations

of the Commission) of Resideo to make any certifications required of them under Section 302 or 906 of the Sarbanes-Oxley Act of 2002,

ADI SpinCo shall, within a reasonable period of time following a request from Resideo in anticipation of filing such reports, cause its

principal executive officer(s) and principal financial officer(s) to provide Resideo with certifications of such officers in support of

the certifications of Resideo’s principal executive officer(s) and principal financial officer(s) required under Section 302 or

906 of the Sarbanes-Oxley Act of 2002 with respect to Resideo’s Quarterly Report on Form 10-Q filed with respect to the fiscal quarter

during which the Distribution Date occurs (unless such quarter is the fourth fiscal quarter), each subsequent fiscal quarter through the

third fiscal quarter of the year in which the Distribution Date occurs and Resideo’s Annual Report on Form 10-K filed with respect

to the fiscal year during which the Distribution Date occurs. Such certifications shall be provided in substantially the same form and

manner as such ADI SpinCo officers provided prior to the Distribution (reflecting any changes in certifications necessitated by the Distribution

or any other transactions related thereto) or as otherwise agreed upon between Resideo and ADI SpinCo.

Section 6.3 Witness

Services. At all times from and after the Distribution, each of Resideo and ADI SpinCo shall use its reasonable best efforts to make

available to the other, upon reasonable written request, its and its Subsidiaries’ officers, directors, employees and agents (taking

into account the business demands of such individuals) as witnesses to the extent that (i) such Persons may reasonably be required to

testify in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved (except

for claims, demands or Actions in which one or more members of one Group is adverse to one or more members of the other Group) and (ii)

there is no conflict in the Action between the requesting Party and the other Party. A Party providing a witness to the other Party under

this Section 6.3 shall be entitled to receive from the recipient of such witness services, upon the presentation of invoices therefor,

payments for documented out-of-pocket expenses, including travel and lodging costs and expenses (but such costs and expenses shall not

include the costs of salaries and benefits of employees who are witnesses or any pro rata portion of overhead or other costs of employing

such employees which would have been incurred by such employees’ employer regardless of the employees’ service as witnesses),

as may be reasonably incurred as part of the provision of such services and properly paid under applicable Law.

Section 6.4 Reimbursement;

Other Matters. Except to the extent otherwise contemplated by this Agreement or any Ancillary Agreement, a Party providing Information

or access to Information to the other Party under this Article VI shall be entitled to receive from the recipient, upon the presentation

of invoices therefor, payments for such amounts, relating to supplies, disbursements and other documented out-of-pocket expenses (which

shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of

employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with

respect to the foregoing), as may be reasonably incurred in providing such Information or access to such Information.

Section 6.5 Confidentiality.

(a) From

and after the Distribution until the three (3) year anniversary following the Distribution, except as otherwise provided in the Ancillary

Agreements, each of Resideo and ADI SpinCo shall hold, and shall cause their respective Affiliates and their officers, employees, agents,

consultants and advisors to hold, in strict confidence (and not to disclose or release or, except as otherwise permitted by this Agreement

or any Ancillary Agreement, use, without the prior written consent of the Party to whom the Confidential Information relates (which may

be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law)), any and all Confidential

Information concerning or belonging to the other Party or its Affiliates; provided, that each Party may disclose, or may permit

disclosure of, Confidential Information (i) to its respective employees, officers, directors, auditors, attorneys, financial advisors,

lenders, bankers, counsel and other consultants and advisors who have a need to know such Information for auditing or other bona fide

business purposes and who are informed of the obligation to hold such Information confidential and in respect of whose failure to comply

with such obligations, the applicable Party will be responsible, (ii) if any Party or any of its respective Subsidiaries is required or

compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock

exchange rule or is advised by outside counsel in connection with a proceeding brought by a Governmental Entity that it is advisable to

do so, (iii) as required in connection with any legal or other proceeding by one Party against the other Party or in respect of claims

by one Party against the other Party brought in a proceeding, (iv) as necessary in order to permit a Party to prepare and disclose its

financial statements in connection with any regulatory filings or Tax Returns, (v) as necessary for a Party to enforce its rights or perform

its obligations under this Agreement or an Ancillary Agreement, or (vi) to other Persons in connection with their evaluation of, and negotiating

and consummating, a potential strategic or investment transaction, to the extent reasonably necessary in connection therewith, provided

that an appropriate and customary confidentiality agreement has been entered into with the Person receiving such Confidential Information.

Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a third party

pursuant to clause (ii) or (iii) above, each Party, as applicable, shall promptly notify (to the extent permissible by Law) the

Party to whom the Confidential Information relates of the existence of such request, demand or disclosure requirement and shall provide

such affected Party a reasonable opportunity to seek an appropriate protective order or other remedy, which, at the expense of the affected

Party, such Party will cooperate in obtaining to the extent legally permissible and commercially practicable. In the event that such appropriate

protective order or other remedy is not obtained, the Party which faces the disclosure requirement shall furnish only that portion of

the Confidential Information that is required to be disclosed and shall take commercially reasonable steps, at the other Party’s

expense, to ensure that confidential treatment is accorded such Confidential Information.

(b) Each

Party acknowledges that it and the other members of its Group may have in its or their possession confidential or proprietary Information

of third parties that was received under confidentiality or non-disclosure agreements with such third party while such Party or members

of its Group were Subsidiaries of Resideo. Each Party shall comply, and shall cause the other members of its Group to comply, and shall

cause its and their respective officers, employees, agents, consultants and advisors to comply, with all terms and conditions of any such

third-party agreements entered into prior to the Distribution, with respect to any confidential and proprietary Information of third parties

to which it or any other member of its Group has had access.

anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their obligations hereunder with respect

to keeping Confidential Information confidential if they exercise at least the same degree of care that applies to Resideo’s confidential

and proprietary information pursuant to policies in effect as of the Effective Time and (ii) confidentiality obligations provided for

in any Contract between each Party or its Subsidiaries and their respective employees that survive the consummation of the Distribution

on the terms set forth herein shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential

Information of any Party in the possession of and used by any other Party as of the Effective Time may continue to be used by such Party

in possession of the Confidential Information in and only in the operation of the ADI Business (in the case of the ADI Group) or the Resideo

Retained Business (in the case of the Resideo Group); provided, that such Confidential Information may only be used by such Party

and its officers, employees, agents, consultants and advisors in the specific manner and for the specific purposes for which it is used

as of the Effective Time; and provided, further, that such Confidential Information may be used only so long as the Confidential

Information is maintained in confidence and not disclosed in violation of Section 6.5(a).

(d) For

the avoidance of doubt and notwithstanding any other provision of this Section 6.5, (i) the disclosure and sharing of Privileged

Information shall be governed solely by Section 6.6, and (ii) Information that is subject to any confidentiality provision or other

disclosure restriction in any Ancillary Agreement shall be governed by the terms of such Ancillary Agreement.

(e) For

the avoidance of doubt and notwithstanding any other provision of this Section 6.5, following the Distribution Date, the confidentiality

obligations under this Agreement shall continue to apply to any and all Confidential Information concerning or belonging to each Party

or its Group that is shared or disclosed with the other Party or its Group, whether or not such Confidential Information is shared pursuant

to this Agreement, any Ancillary Agreement or otherwise.

Section 6.6 Privilege

Matters.

(a) The

Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution (whether by

or on behalf of outside counsel, in-house counsel or other legal professionals) have been and will be rendered for the collective benefit

of the Resideo Group and the ADI Group, and that each of the members of the Resideo Group and the ADI Group shall be deemed to be the

client in connection with such services with respect to periods prior to the Distribution for the purposes of asserting all privileges,

immunities or other protections from disclosure which may be asserted under applicable Law, including attorney-client privilege, business

strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”).

The Parties recognize that legal and other professional services will be provided following the Distribution, which services will be rendered

solely for the benefit of the Resideo Group or the ADI Group, as the case may be.

(b)

Resideo shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any Information subject

to Privilege (“Privileged Information”) that relates solely to the Resideo Retained Business or the Distribution and

not to the operations of the ADI Business, whether or not the Privileged Information is in possession or under the control of any member

of the Resideo Group or any member of the ADI Group. Resideo shall also be entitled to control the assertion or waiver of all privileges

and immunities in connection with any Privileged Information that relates solely to any Resideo Retained Assets or Resideo Retained Liabilities,

and not any ADI Assets or ADI Liabilities, in connection with any Actions that are now pending or may be asserted in the future, whether

or not the Privileged Information is in the possession or under the control of any member of the Resideo Group or any member of the ADI

Group.

SpinCo shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information

that relates solely to the operations of the ADI Business and not to the Resideo Retained Business or the Distribution, whether or not

the Privileged Information is in possession or under the control of any member of the ADI Group or any member of the Resideo Group. ADI

SpinCo shall also be entitled to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information

that relates solely to any ADI Assets or ADI Liabilities, and not any Resideo Retained Assets or Resideo Retained Liabilities, in connection

with any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession

or under the control of any member of the ADI Group or any member of the Resideo Group.

(d) Subject

to the remaining provisions of this Section 6.6, the Parties agree that Resideo shall be entitled to control the assertion or waiver

of all privileges and immunities in connection with any Actions, or threatened or contemplated Actions, or other matters that involve

both Parties (or one or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement.

(e) If

any dispute arises between the Parties or any members of their respective Group regarding whether a privilege or immunity should be waived

to protect or advance the interests of either Party or any member of their respective Groups, each Party agrees that it shall: (i) negotiate

with the other Party in good faith; (ii) endeavor to minimize any prejudice to the rights of the other Party and the members of its Group;

and (iii) not unreasonably withhold, delay or condition consent to any request for waiver by the other Party.

(f) Upon receipt by

either Party, or by any member of its respective Group, of any subpoena, discovery or other request (or of written notice that it

will receive or has received such subpoena, discovery or other request) that may reasonably be expected to result in the production

or disclosure of Privileged Information subject to a shared privilege or immunity or as to which the other Party has the sole right

hereunder to assert a privilege or immunity, or if either Party obtains knowledge or becomes aware that any of its, or any member of

its respective Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or

other requests (or have received written notice that they will receive or have received such subpoena, discovery or other request)

that may reasonably be expected to result in the production or disclosure of such Privileged Information, such Party shall promptly

notify the other Party of the existence of any such subpoena, discovery or other request and shall provide the other Party a

reasonable opportunity to review the Privileged Information and to assert any rights it or they may have, under this Section

6.6 or otherwise, to prevent the production or disclosure of such Privileged Information; provided that if such Party is

prohibited by applicable Law from disclosing the existence of such subpoena, discovery or other request, such Party shall provide

written notice of such related information for which disclosure is not prohibited by applicable Law and use reasonable best efforts

to inform the other Party of any related information such Party reasonably determines is necessary or appropriate for the other

Party to be informed of to enable the other Party to review the Privileged Information and to assert its rights, under this Section

6.6 or otherwise, to prevent the production or disclosure of such Privileged Information.

(g) The

transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Resideo or ADI SpinCo as set forth in Section

6.5 and this Section 6.6, to maintain the confidentiality of Privileged Information and to assert and maintain any applicable

Privilege. The access to Information being granted pursuant to Section 5.5 and Section 6.2, the agreement to provide witnesses

and individuals pursuant to Section 5.5 and Section 6.3, the furnishing of notices and documents and other cooperative efforts

contemplated by Section 5.5, and the transfer of Privileged Information between the Parties and their respective Subsidiaries pursuant

to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Agreement or otherwise. The

Parties further agree that: (i) the exchange by one Party to the other Party of any Information that should not have been exchanged pursuant

to the terms of Section 6.5 shall not be deemed to constitute a waiver of any privilege or immunity that has been or may be asserted

under this Agreement or otherwise with respect to such Privileged Information; and (ii) the Party receiving such Privileged Information

shall promptly return such Privileged Information to the Party who has the right to assert the privilege or immunity.

Section 6.7 Ownership

of Information. Any Information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to this

Article VI shall be deemed to remain the property of the providing Party. Unless expressly set forth herein, nothing contained

in this Agreement shall be construed as granting a license or other rights to any Party with respect to any such Information, whether

by implication, estoppel or otherwise.

Section 6.8 Processing

of Personal Information. The Parties acknowledge and agree that certain matters concerning the processing, sharing, transfer and security

of Personal Information may arise in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. As

of the Distribution Date, the Data Privacy Agreement shall govern such matters solely for the period and in the manner set out therein.

Section 6.9 Other Agreements.

The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional

provisions on the sharing, exchange or confidential treatment of Information set forth in any Ancillary Agreement.

Article

VII

DISPUTE RESOLUTION

Section 7.1 Arbitration.

Unless an Ancillary Agreement provides for an alternative dispute resolution mechanism (in which case, such alternative dispute resolution

shall apply in respect of any Dispute under such Ancillary Agreement), any controversy, dispute or Action arising out of, in connection

with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or the Ancillary Agreements

or otherwise arising out of, or in any way related to, this Agreement or the Ancillary Agreements or the transactions contemplated hereby,

including any Action based on contract, tort, statute or constitution (collectively, “Disputes”) shall be submitted

to final and binding arbitration administered in accordance with the Commercial Arbitration Rules and Mediation Procedures of the American

Arbitration Association (“AAA”) then in effect (the “Rules”), except as modified herein.

(a) Unless

otherwise agreed by the Parties in writing, any Dispute to be decided pursuant to this Section 7.1 will be decided (x) before a

sole arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $2,500,000, or (y) by a panel of

three (3) arbitrators if the amount in dispute, inclusive of all claims and counterclaims, totals $2,500,000 or more (such arbitrator,

collectively, the “Arbitral Tribunal”), it being understood that if the Parties cannot agree on whether the threshold

in clause (y) has been satisfied, the Arbitral Tribunal shall consist of three (3) arbitrators. The panel of three (3) arbitrators shall

be selected as follows: (1) the claimant shall nominate one arbitrator in accordance with the Rules, (2) the respondent shall nominate

one arbitrator in accordance with the Rules within twenty-one (21) days after the appointment of the first arbitrator, and (3) the third

arbitrator, who shall serve as chair, shall be jointly nominated by the two party-nominated arbitrators within twenty-one (21) days of

the confirmation of the appointment of the second arbitrator. If any arbitrator is not appointed within the time limit provided herein,

such arbitrator shall be appointed by the AAA in accordance with the listing, striking and ranking procedure in the Rules.

(b) The

arbitration shall be held, and the award shall be rendered, in New York, New York, in the English language.

the avoidance of doubt, by submitting their dispute to arbitration under the Rules, the Parties expressly agree that all issues of arbitrability,

including all issues concerning the propriety and timeliness of the commencement of the arbitration (including any defense based on a

statute of limitation, if applicable), the jurisdiction of the Arbitral Tribunal, and the procedural conditions for arbitration, shall

be finally and solely determined by the Arbitral Tribunal.

(d) Without

derogating from Section 7.1(e) below, the Arbitral Tribunal shall have the full authority to grant any pre-arbitral injunction,

pre-arbitral attachment, interim or conservatory measure or other order in aid of arbitration proceedings (“Interim Relief”).

The Parties shall submit any application for Interim Relief to: (A) the Arbitral Tribunal; or (B) prior to the constitution of the Arbitral

Tribunal, an emergency arbitrator appointed in the manner provided for in the Rules (the “Emergency Arbitrator”). Any

Interim Relief so issued shall, to the extent permitted by applicable Law, be deemed a final arbitration award for purposes of enforceability,

and, moreover, shall also be deemed a term and condition of this Agreement subject to specific performance set forth in Section 7.2

below. The Arbitral Tribunal shall have the power to continue, review, vacate or modify any Interim Relief granted by an Emergency Arbitrator.

In the event an Emergency Arbitrator or the Arbitral Tribunal issues an order granting, denying or otherwise addressing Interim Relief

(a “Decision on Interim Relief”), any Party may apply to enforce or require specific performance of such Decision on

Interim Relief in any court of competent jurisdiction. Notwithstanding the foregoing, the Parties specifically reserve the right to seek

a judicial temporary restraining order, preliminary injunction, or other similar short-term equitable relief, and grant the Arbitral

Tribunal the right to make a final determination of the Parties’ rights, including whether to make permanent or dissolve such court

order.

(e) The

Arbitral Tribunal shall have the power to grant any remedy or relief that it deems just and equitable and that is in accordance with the

terms of this Agreement, including specific performance and temporary or final injunctive relief, provided, however, that

the Arbitral Tribunal shall have no authority or power to limit, expand, alter, amend, modify, revoke or suspend any condition or provision

of this Agreement or any Ancillary Agreement, nor any right or power to award punitive, exemplary or treble damages. The limitations on

the Arbitral Tribunal’s authority and powers set forth in this Section 7.1(e) shall also apply to any Appeal Tribunal constituted

under Section 7.1(h) below.

(f) The

Arbitral Tribunal shall have the power to allocate the costs and fees of the arbitration, including reasonable attorneys’ fees and

costs as well as those costs and fees addressed in the Rules, between the Parties in the manner it deems fit.

(g) Other

than as set forth in Section 7.1(d), Arbitration under this Article VII shall be the sole and exclusive remedy for any Dispute,

and any award rendered thereby shall be final and binding upon the Parties as from the date rendered, subject to the appellate review

rights set forth in Section 7.1(h). Judgment on the award rendered by the Arbitral Tribunal may be entered in any court having

jurisdiction thereof, including any court having jurisdiction over the relevant Party or its Assets, provided that no Party shall

seek entry of judgement on an award that remains subject to appellate review under Section 7.1(h).

(h) Notwithstanding

Section 7.1(g), any award rendered by the Arbitral Tribunal pursuant to this Article VII (other than any Decision on Interim

Relief rendered under Section 7.1(d)) shall be subject to appellate review in accordance with the Optional Appellate Arbitration

Rules of the AAA then in effect (the “Appellate Rules”). The appeal tribunal shall be constituted in accordance with

the Appellate Rules and shall consist of a panel of three arbitrators, none of whom shall have served on the Arbitral Tribunal that rendered

the underlying award (the “Appeal Tribunal”). The substantive standard for review shall be as set forth in the Appellate

Rules. The Appeal Tribunal shall have the power to allocate the costs and fees of the entire arbitration, including any appellate review

process under this Section 7.1(h), and may modify any award of costs by the Arbitral Tribunal under Section 7.1(f). For

the avoidance of doubt, no award subject to this Section 7.1(h) shall be considered final and binding for purposes of Section

7.1(g), and no Party shall seek to confirm or enforce such award in any court, until (i) the time for filing a notice of appeal under

the Appellate Rules has expired without any Party having filed such notice, or (ii) if an appeal is filed, the Appeal Tribunal has rendered

a final decision on the appeal.

Section 7.2 Specific

Performance. From and after the Distribution Date, in the event of any actual or threatened default in, or breach of, any of the terms,

conditions and provisions of this Agreement or any Ancillary Agreement, the Parties agree that the Party or Parties to this Agreement

or such Ancillary Agreement who are or are to be thereby aggrieved shall, subject and pursuant to the terms of this Article VII

(including for the avoidance of doubt, after compliance with all notice and negotiation provisions herein), have the right to specific

performance and injunctive or other equitable relief of its or their rights under this Agreement or such Ancillary Agreement, in addition

to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree

that, from and after the Distribution Date, the remedies at law for any breach or threatened breach of this Agreement or any Ancillary

Agreement, including monetary damages, are inadequate compensation for any Indemnifiable Loss, that any defense in any action for specific

performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond

with such remedy are hereby waived.

Section 7.3 Treatment

of Arbitration. The Parties agree that any arbitration hereunder shall be kept confidential, and that the existence of the proceeding

and all of its elements (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions,

and any awards) shall be deemed confidential, and shall not be disclosed beyond the Arbitral Tribunal, the Parties, their counsel, and

any Person necessary to the conduct of the proceeding, except as and to the extent required by Law and to defend or pursue any legal right.

In the event any Party makes application to any court in connection with this Section 7.3 (including any proceedings to enforce

a final award or any Interim Relief), that Party shall take all steps reasonably within its power to cause such application, and any exhibits

(including copies of any award or decisions of the Arbitral Tribunal or Emergency Arbitrator) to be filed under seal, shall oppose any

challenge by any third party to such sealing, and shall give the other Party immediate notice of such challenge. The confidentiality obligations

set forth in this Section 7.3 shall apply to any appellate proceeding conducted in accordance with Section 7.1(h), including

all briefs, submissions, and decisions rendered on appeal.

Section 7.4 Continuity

of Service and Performance. Unless otherwise agreed in writing, the Parties shall continue to provide service and honor all other

commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this

Article VII with respect to all matters not subject to such dispute resolution.

Section 7.5 Consolidation.

The arbitrator may consolidate an arbitration under this Agreement with any arbitration arising under or relating to the Ancillary Agreements

or any other agreement between the Parties entered into pursuant hereto, as the case may be, if the subject of the Disputes thereunder

arises out of or relates essentially to the same set of facts or transactions. Such consolidated arbitration shall be determined by the

arbitrator appointed for the arbitration proceeding that was commenced first in time.

Section 7.6 Coordination.

Except to the extent provided in Article IX of the Tax Matters Agreement, the provisions of this Article VII (other than this Section

7.6) shall not apply with respect to the resolution of any dispute, controversy or claim arising out of or relating to Taxes or Tax

matters, which shall be governed by the Tax Matters Agreement.

Article

VIII

INSURANCE

Section 8.1 Insurance

Matters.

(a) ADI

SpinCo acknowledges and agrees that, from and after the Effective Time, neither ADI SpinCo nor any member of the ADI Group shall have

any rights to or under any Company Policies other than as expressly provided in Section 5.8 or this Article VIII.

(b) Notwithstanding

Section 8.1(a), from and after the Effective Time, with respect to any Liability accrued or incurred by ADI SpinCo or its predecessors

prior to the Effective Time, ADI SpinCo shall have access to the Company Policies if and solely to the extent that the terms of such policies

provide for such coverage to ADI SpinCo or its predecessors with respect to any ADI Liabilities accrued or incurred prior to the Effective

Time, and subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and

other fees and expenses, and subject to the following additional conditions:

(i) ADI

SpinCo shall inform Resideo of any potential claim under any of the Company Policies with regard to any ADI Liability and Resideo shall

determine whether and at what time to report any such claims under such Company Policies directly to the applicable insurance company,

and to submit a claim for coverage thereunder, and Resideo shall provide a copy of all such claim reports and submissions to ADI SpinCo;

provided, that with respect to any such claims, ADI SpinCo shall provide Resideo with the information regarding the claims and

provide recommendations with regard to the reporting and submission of such claims, and Resideo shall consult with ADI SpinCo with regard

to the timing thereof;

(ii) If

and to the extent that ADI SpinCo is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect

of a particular claim for coverage, ADI SpinCo shall exclusively bear and be responsible for (and Resideo shall have no obligation to

repay or reimburse ADI SpinCo for) and pay the applicable insurers as required under the applicable Company Policies for any and all costs

as a result of having access to, or making claims under, such Company Policies, including any amounts of deductibles and self-insured

retention associated with such claims, claim handling and administrative costs, collateral requirements and costs, Taxes, surcharges,

additional premiums, state assessments, reinsurance costs, and other related costs, relating to all open, closed or re-opened claims covered

by the applicable Company Policies, whether such claims are made by ADI SpinCo, its employees or third parties, and ADI SpinCo shall indemnify,

hold harmless and reimburse Resideo for any such amounts incurred by Resideo to the extent resulting from any access to, any claims made

by ADI SpinCo under, any Company Policies provided pursuant to this Section 8.1. If Resideo and ADI SpinCo jointly make a claim

for coverage under the Company Policies for amounts that have been or may in the future be incurred partially by Resideo and partially

by ADI SpinCo, each of Resideo and ADI SpinCo shall proportionally bear (based on the relative losses experienced by each in respect of

such claim) the amount of any deductibles under any such Company Policies and any insurance recovery resulting therefrom shall first be

allocated to reimburse Resideo and ADI SpinCo for their respective costs, legal and consulting fees, and other documented out-of-pocket

expenses incurred in pursuing such insurance recovery, with the remaining net proceeds from the insurance recovery to be allocated as

between Resideo and ADI SpinCo in proportion to the relative losses experienced by each in respect of such claim;

(iii) ADI

SpinCo shall exclusively bear (and Resideo shall have no obligation to repay or reimburse ADI SpinCo for) and shall be liable for all

uninsured, uncovered, unavailable or uncollectible amounts, incurred from and after the Effective Time, of all such claims pursued by

ADI SpinCo under the Company Policies as provided for in this Section 8.1(b); and

(iv) in

connection with making any joint claim under any Company Policies pursuant to this Section 8.1(b), Resideo shall control the administration

of all such claims, including the timing of any assertion and pursuit of coverage (provided that Resideo shall reasonably consult with

ADI SpinCo in the administration of such claims), and ADI SpinCo shall not take any action that would be reasonably likely to: (A) have

an adverse impact on the then-current relationship between Resideo and the applicable insurance company; (B) result in the applicable

insurance company terminating or reducing coverage to Resideo or ADI SpinCo, or increasing the amount of any premium owed by Resideo under

the applicable Company Policies; (C) otherwise compromise, jeopardize or interfere with the rights of Resideo under the applicable Company

Policies; or (D) otherwise compromise or impair Resideo’s ability to enforce its rights with respect to any indemnification under

or arising out of this Agreement, and Resideo shall have the right, in its sole discretion, to cause ADI SpinCo to desist from any action

that Resideo determines, in its sole discretion, would compromise or impair Resideo’s rights in accordance with this clause (D).

Notwithstanding the foregoing, if Resideo shall have acted in bad faith in connection with the administration of any claim, ADI SpinCo

shall be permitted to administer such particular claim subject to the limitations set forth herein.

At all times, Resideo and ADI SpinCo shall, subject

to the limitations set forth in Section 6.5, cooperate with reasonable requests for information by the other Party or the insurance

companies regarding any such insurance policy claim.

Section 8.1(b), from and after the Effective Time, any director or officer of ADI SpinCo or any member of the ADI Group who served

as a director or officer of Resideo or any member of the Resideo Group prior to the Effective Time shall be entitled to pursue coverage

under the director and officer liability insurance policies maintained by Resideo or any member of the Resideo Group to the extent that

such policies provide coverage for such director’s or officer’s acts and omissions in his or her respective capacity as director

or officer of Resideo or any member of the Resideo Group prior to the Effective Time, subject to the terms and conditions of such policies

(including but not limited to any limits on coverage or scope, any deductibles or retention amounts and other fees and expenses). On or

prior to the Distribution Date, Resideo shall purchase and obtain directors and officers liability “tail” insurance, and may

in its reasonable discretion purchase fiduciary liability and employment practices liability insurance, covering the ADI Group and its

respective insured persons with respect to claims or other matters arising out of acts, omissions or other matters occurring at or prior

to the Distribution Date.

(d) Any

payments, costs and adjustments required pursuant to Section 8.1(b) shall at Resideo’s election either be billed by Resideo

to ADI SpinCo on a monthly basis and ADI SpinCo shall pay such billed payments, costs and adjustments to Resideo within sixty (60) days

from receipt of invoice, or billed directly by the applicable third party to ADI SpinCo. If Resideo incurs costs to enforce ADI SpinCo’s

obligations under this Section 8.1, ADI SpinCo agrees to indemnify Resideo for such enforcement costs, including reasonable attorneys’

fees.

(e) Notwithstanding

anything to the contrary in this Agreement, from and after the Effective Time, neither ADI SpinCo nor any member of the ADI Group shall

have any rights or claims against or with respect to any self-insurance arrangement of Resideo or any member of the Resideo Group. In

addition, as of the Effective Time, ADI SpinCo, for itself and each member of the ADI Group does hereby remise, release and forever discharge

Resideo and the other members of the Resideo Group of any rights or claims against or with respect to any self-insurance arrangement of

Resideo or any member of the Resideo Group.

(f) On

the Distribution Date, ADI SpinCo shall have in effect all insurance programs required to comply with ADI SpinCo’s statutory obligations

as of the Distribution Date.

(g) This

Agreement shall not be considered as an attempted assignment of any policy of insurance in its entirety, nor is it considered to be itself

a contract of insurance, and further this Agreement shall not be construed to waive any right or remedy of Resideo under or with respect

to any of the Company Policies and programs or any other contract or policy of insurance, and Resideo reserves all of its rights under

such Policies.

(h) Resideo

shall not be liable to ADI SpinCo for claims (or portions thereof) not reimbursed by insurers for any reason, including coinsurance provisions,

deductibles, quota share deductibles, exhaustion of aggregates, self-insured retentions, bankruptcy or insolvency of an insurance carrier,

Company Policy limitations or restrictions, any coverage disputes, any failure to timely claim by Resideo or any defect in such claim

or its processing.

(i) In

the event that Insured Claims of more than one Party exist relating to the same occurrence, the relevant Parties shall jointly defend

and waive any conflict of interest to the extent necessary to the conduct of the joint defense. Nothing in this Section 8.1(i)

shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those obligations under Article

V, those created by this Agreement, by operation of law or otherwise.

(j) In

the event of any Action by any Party (or both of the Parties) to recover or obtain insurance proceeds, or to defend against any Action

by an insurance carrier to deny any Policy benefits, both Parties may join in any such Action and be represented by joint counsel and

both Parties shall waive any conflict of interest to the extent necessary to conduct any such Action. Nothing in this Section 8.1(j)

shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created under Article V

of this Agreement or otherwise, by operation of Law, or otherwise.

(k) Notwithstanding

anything contained in this Section 8.1, to the extent Resideo has entered into or agrees to enter into, whether on its own or with

respect to any arrangement provided for under this Section 8.1, any settlement agreement or other arrangement with any insurance

provider regarding coverage under any Company Policy that provides for any limitation of coverage or release of such insurance provider

with regard to any coverage thereunder, whether in whole or in part (collectively, the “Released Insurance Matters”),

ADI SpinCo agrees that it shall (i) abide by the terms of and, to the extent required, consent to, any such settlement or arrangement

relating to the Released Insurance Matters as a condition to receiving any coverage under any Company Policy related thereto, (ii) have

no rights to any such coverage under the Company Policies with respect to any Released Insurance Matters and (iii) make no claims under

any Company Policies with respect to any Released Insurance Matters.

Section 8.2 Certain

Matters Relating to Organizational Documents. From the Distribution Date until six (6) years following the Distribution Date, the

certificate of incorporation and bylaws of ADI SpinCo shall contain provisions no less favorable with respect to indemnification of directors

and officers than those set forth in the Charter or Bylaws, which provisions shall not be amended, repealed or otherwise modified for

such period in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were

indemnified under the Charter or Bylaws, unless such amendment, repeal, or other modification shall be required by Law and then only to

the minimum extent required by Law or approved by ADI SpinCo’s stockholders.

Section 8.3 Indemnitor

of First Resort. As a result of agreements or obligations arising out of this Agreement, certain of the directors and officers of

ADI SpinCo and its Subsidiaries designated by Resideo or its Affiliates (the “Resideo D&O Indemnitees”) have or

will have rights to indemnification, advancement of expenses or insurance provided by Resideo or certain of its Affiliates (collectively,

the “Resideo Indemnitors”) in connection with their service as directors or officers of ADI SpinCo or its Subsidiaries.

Notwithstanding any such rights to indemnification, advancement of expenses or insurance provided by any Resideo Indemnitor, (a) ADI SpinCo

is the indemnitor of first resort (i.e., ADI SpinCo’s obligations to the Resideo D&O Indemnitees are primary, and any obligation

of the Resideo Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Resideo

D&O Indemnitee are secondary), (b) ADI SpinCo shall be required to advance the full amount of expenses incurred by the Resideo D&O

Indemnitees and shall be liable for the full amount of all Indemnifiable Losses paid in settlement to the extent legally permitted and

as required by the terms of this Agreement, any other agreement between ADI SpinCo and the Resideo D&O Indemnitees or the certificate

of incorporation or bylaws of ADI SpinCo and (c) ADI SpinCo hereby irrevocably waives, relinquishes and releases each of the Resideo Indemnitors

from any and all claims against any of the Resideo Indemnitors for contribution, subrogation or any other recovery of any kind in respect

thereof. In addition, notwithstanding any advancement or payment by the Resideo Indemnitors to or on behalf of any Resideo D&O Indemnitee

with respect to any claim for which a Resideo D&O Indemnitee has sought or may seek indemnification from ADI SpinCo, (i) ADI SpinCo’s

obligations hereunder shall not be affected, (ii) the Resideo Indemnitors shall have a right of contribution or be subrogated to the extent

of such advancement or payment to all of the rights of recovery of such Resideo D&O Indemnitee, as applicable, against ADI SpinCo

and (iii) for the avoidance of doubt, all damages, costs, losses, and other Liabilities incurred by any Resideo D&O Indemnitee in

connection with his or her service as a director or officer of ADI SpinCo or any of its Subsidiaries shall constitute ADI Liabilities.

Article

MISCELLANEOUS

Section 9.1 Entire Agreement;

Construction. This Agreement, including the Exhibits and Schedules, and the Ancillary Agreements shall constitute the entire agreement

between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings

and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, this

Agreement shall prevail. In the event and to the extent that there shall be a conflict or inconsistency between the provisions of (a)

this Agreement and the provisions of any Ancillary Agreement or Continuing Arrangement, such Ancillary Agreement or Continuing Arrangement

shall control with respect to the subject matter addressed by such Ancillary Agreement or Continuing Arrangement to the extent of such

conflict or inconsistency (except with respect to any Conveyancing and Assumption Instruments, in which case this Agreement shall control)

and (b) this Agreement and any agreement which is not an Ancillary Agreement, this Agreement shall control unless specifically stated

otherwise in such agreement. For the avoidance of doubt, the Conveyancing and Assumption Instruments are intended to be ministerial in

nature and only to effect the transactions contemplated by this Agreement with respect to the applicable local jurisdiction and shall

not expand or modify the rights and obligations of the Parties or their Affiliates under this Agreement or any of the Ancillary Agreements

that are not Conveyancing and Assumption Instruments. Notwithstanding anything herein to the contrary, except as expressly set forth otherwise

in this Agreement or any Ancillary Agreement, all matters relating to Taxes and Tax Returns of the Parties and their respective Subsidiaries

shall be governed exclusively by the Tax Matters Agreement.

Section 9.2 Ancillary

Agreements. Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address,

the matters specifically and expressly covered by the Ancillary Agreements.

Section 9.3 Counterparts.

This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become

effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

Section 9.4 Survival

of Agreements. Except as otherwise contemplated by this Agreement or any Ancillary Agreement, all covenants and agreements of the

Parties contained in this Agreement and each Ancillary Agreement shall survive the Effective Time and remain in full force and effect

in accordance with their applicable terms.

Section 9.5 Expenses.

(a) Except

as otherwise expressly provided in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, all

out-of-pocket fees and expenses incurred at or prior to the Distribution by any member of the Resideo Group or the ADI Group that are

in connection with, or as required by, the preparation, execution, delivery and implementation of this Agreement, any Ancillary Agreement

and the Distribution Disclosure Documents and the consummation of the Internal Reorganization, the Contribution and the Distribution shall

be borne and paid by Resideo; it being understood that if any member of the ADI Group pays any such fees and expenses on behalf of Resideo

following the Distribution, including any one-time spin-off transaction costs, upon presentment of invoices or other reasonable documentation

to Resideo, Resideo shall promptly thereafter remit such amounts to the applicable member of the ADI Group.

(b) The

Resideo Group shall have no responsibility for, and ADI SpinCo shall indemnify the Resideo Group in respect of, any out-of-pocket fees

and expenses incurred by any member of the ADI Group following the Distribution in connection with, or as required by, the preparation,

execution, delivery and implementation of this Agreement, any Ancillary Agreement and the Distribution Disclosure Documents and the consummation

of the Internal Reorganization, the Contribution and the Distribution (except to the extent such fees and expenses were incurred in connection

with services expressly requested by Resideo in writing following the Distribution).

as otherwise expressly provided in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, any

costs and expenses incurred in obtaining any Consents or novation from a third party in connection with the Transfer by a Party or its

Subsidiary of any Contracts (or portions thereof) contemplated by this Agreement (including Sections 2.2, 2.3, 2.5,

and 2.8) shall be borne by the Party or its Subsidiary to which such Contract (or portion thereof) is being assigned, and no Party

nor any of its Subsidiaries in exercising any efforts to obtain any such Consent pursuant to this Agreement shall be required to incur

any material obligation or grant any material concession for the benefit of any other Person in order to obtain such Consent.

(d) Except

as otherwise expressly provided in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, with

respect to any expenses incurred pursuant to a request for further assurances granted under Section 2.7 or a request in connection

with cooperation under this Agreement, including under Section 4.1, the Parties agree that any and all fees and expenses incurred

by either Party shall be borne and paid by the requesting Party; it being understood that no Party shall be obliged to incur any third-party

accounting, consulting, advisor, banking or legal fees, costs or expenses, and the requesting Party shall not be obligated to pay such

fees, costs or expenses, unless such fee, cost or expense shall have had the prior written approval of the requesting Party. Notwithstanding

the foregoing, each Party shall be responsible for paying its own internal fees, costs and expenses (e.g., salaries of personnel).

Section 9.6 Notices.

All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise

provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and shall

be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by email or by facsimile

with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective Parties at the following

addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.6):

To Resideo:

Resideo Technologies, Inc.

16100 N 71st St, Suite 550

Scottsdale, AZ 85254

Attention: General Counsel

Email:

legalnotices@resideo.com

joshua.foster@resideo.com

with a copy (which shall not constitute notice) to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019-6099

Attention: Russell L. Leaf; Jared N. Fertman; Tej Prakash

Email:

rleaf@willkie.com

jfertman@willkie.com

tprakash@willkie.com

To ADI SpinCo:

ADI Global Distribution Inc.

275 Broadhollow Rd, Suite 400

Melville, NY 11747

Attention:

General Counsel

Email:

jeannine.lane@adiglobal.com

with a copy (which shall not constitute notice) to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019-6099

Attention:

Russell L. Leaf; Jared N. Fertman; Tej Prakash

Email:

rleaf@willkie.com

jfertman@willkie.com

tprakash@willkie.com

Section 9.7 Amendments.

No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement

or modification is in writing and signed by the authorized representatives of the Parties against whom it is sought to enforce such waiver,

amendment, supplement or modification.

Section 9.8 Assignment.

This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of

the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void.

Notwithstanding the foregoing, this Agreement shall be assignable to (i) with respect to Resideo, an Affiliate of Resideo, or (ii) a bona

fide third party in connection with a merger, reorganization, consolidation or the sale of all or substantially all the assets of a Party

so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant Party by operation of law or pursuant

to an agreement in form and substance reasonably satisfactory to the other Party to this Agreement; provided, however, that

in the case of each of the preceding clauses (i) and (ii), no assignment permitted by this Section 9.8 shall release the assigning

Party from liability for the full performance of its obligations under this Agreement.

Section 9.9 Successors

and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit

of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.

Section 9.10 Termination.

This Agreement (including Article V hereof) may be terminated at any time prior to the Effective Time by and in the sole discretion

of Resideo without the approval of ADI SpinCo or the stockholders of Resideo. In the event of such termination prior to the Effective

Time, no Party (nor any of its directors, officers or employees) shall have any liability of any kind to the other Party or any other

Person by reason of this Agreement. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed

by Resideo and ADI SpinCo.

Section 9.11 Payment

Terms.

(a) Except

as set forth in Article V or as otherwise expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any

amount to be paid or reimbursed by a Party (or a member of such Party’s Group), on the one hand, to the other Party (or a member

of such Party’s Group), on the other hand, under this Agreement shall be paid or reimbursed hereunder within sixty (60) days after

presentation of an invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other reasonable

explanation supporting such amount.

(b) Notwithstanding

anything to the contrary herein, any amount to be paid by ADI SpinCo in respect of an ADI Liability or other Liability or obligation of

Resideo that is Assumed, or otherwise treated as a Liability or obligation of Resideo that is Assumed by ADI SpinCo within the meaning

of Section 357(d) of the Code, pursuant to this Agreement, in each case, as determined by Resideo in its sole discretion, shall be paid,

at Resideo’s option and in its sole discretion, in the following manner:

(i) to

the applicable third-party creditor or obligor of such Liability or obligation directly;

(ii) to

an independent trustee or escrow agent that is not affiliated with Resideo, which agent shall pay the applicable third-party creditor

or obligor of such Liability or obligation directly; provided that (x) the payment is not made to any account of Resideo or any

member of the Resideo Group or any person through which Resideo or any member of the Resideo Group could direct the payment, (y) Resideo

and ADI SpinCo shall treat any income, gain or loss for U.S. federal income Tax purposes on the payment proceeds as income, gain or loss

of ADI SpinCo, and (z) any excess of the payment amount (and any income or gain thereon) over the amount paid to satisfy such Liability

or obligation shall revert and be repaid to ADI SpinCo;

(iii) to

Resideo; provided that (x) Resideo has made in its sole discretion a determination that ADI SpinCo is prohibited from assuming such Liability

or obligation, (y) Resideo has already satisfied or paid such Liability or obligation to the applicable third-party creditor or obligor

of such Liability or obligation directly, and (z) after receiving such payment from ADI SpinCo, Resideo is in the same net economic position

that it would have been in if ADI SpinCo were able to assume such obligation; or

(iv) in

any other manner as determined by Resideo in its sole discretion.

Parties acknowledge and agree that, for U.S. federal (and applicable state and local) income Tax purposes, the payment procedures described

in Section 9.11(b) are intended to comply with Section 357(a) of the Code (and the Treasury Regulations promulgated thereunder

as of the date of this Agreement) with respect to the Contribution. Each Party shall, and shall cause each of its respective Affiliates

and employees to, reasonably cooperate to cause any applicable payments to be made by ADI SpinCo pursuant to this Agreement to be made

in accordance with Section 9.11(b) or otherwise as directed by Resideo so as to be in accordance with the tax treatment described

in the immediately preceding sentence.

(d) Except

as set forth in Article V or as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount

not paid when due pursuant to this Agreement (and any amount billed or otherwise invoiced or demanded and properly payable that is not

paid within sixty (60) days of such bill, invoice or other demand) shall bear interest at a rate equal to the Prime Rate, from time to

time in effect, calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of

the actual receipt of payment.

(e) Unless

otherwise consented to by the Party receiving any payment under this Agreement specifying otherwise, all payments to be made by either

Resideo or ADI SpinCo under this Agreement shall be made in US Dollars. Except as expressly provided herein, any amount which is not expressed

in US Dollars shall be converted into US Dollars by using the exchange rate published on Bloomberg at 5:00 p.m. Eastern time (ET) on the

day before the relevant date or in The Wall Street Journal on such date if not so published on Bloomberg. Except as expressly provided

herein, in the event that any indemnification payment required to be made hereunder or under any Ancillary Agreement may be denominated

in a currency other than US Dollars, the amount of such payment shall be converted into US Dollars on the date in which notice of the

claim is given to the Indemnifying Party.

Section 9.12 Subsidiaries.

Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set

forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the

Effective Time, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

Section 9.13 Third Party

Beneficiaries. Except (i) as provided in Article V relating to Indemnitees and for the release under Section 5.1 of

any Person provided therein and (ii) as specifically provided in any Ancillary Agreement, this Agreement is solely for the benefit of

the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of Action or other

right in excess of those existing without reference to this Agreement.

Section 9.14 Title and

Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part

of or to affect the meaning or interpretation of this Agreement. Unless otherwise indicated, all “Section” references in this

Agreement are to sections of this Agreement.

Section 9.15 Exhibits

and Schedules.

(a) The

Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set

forth verbatim herein. Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the

Resideo Group or the ADI Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission

against the interests of any member of the Resideo Group or the ADI Group or any of their respective Affiliates. The inclusion of any

item or liability or category of item or liability on any Exhibit or Schedule is made solely for purposes of allocating potential liabilities

among the Parties and shall not be deemed as or construed to be an admission that any such liability exists.

(b) Subject

to the prior written consent of the other Party (not to be unreasonably withheld or delayed), each Party shall be entitled to update the

Schedules from and after the date hereof until the Effective Time.

Section 9.16 Governing

Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed

in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

Section 9.17 Severability.

In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect,

the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or

impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with

valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 9.18 Interpretation.

The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard

to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

Section 9.19 No Duplication;

No Double Recovery. Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement,

obligation or recovery with respect to any matter arising out of the same facts and circumstances (including with respect to the rights,

entitlements, obligations and recoveries that may arise out of Article V).

Section 9.20 Tax Treatment

of Payments. Unless otherwise required by a Final Determination, for U.S. federal income Tax purposes and all other applicable Tax

purposes, any payment made pursuant to this Agreement (other than any payment of interest pursuant to Section 9.11) shall be treated

in accordance with Section 5.4 of the Tax Matters Agreement.

Section 9.21 No Waiver.

No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder or under

the other Ancillary Agreements shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy,

power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy,

power or privilege.

Section 9.22 No Admission

of Liability. The allocation of Assets and Liabilities herein (including on the Schedules hereto) is solely for the purpose of allocating

such Assets and Liabilities between Resideo and ADI SpinCo and is not intended as an admission of liability or responsibility for any

alleged Liabilities vis-à-vis any third party, including with respect to the Liabilities of any non-wholly owned subsidiary of

Resideo or ADI SpinCo.

Section 9.23 Advisors.

It is acknowledged and agreed by each of the Parties that Resideo, on behalf of itself and the other members of the Resideo Group, has

retained each of the Persons identified on Schedule 9.23 to act as counsel or an advisor in connection with this Agreement, the

Ancillary Agreements, the Internal Reorganization, the Contribution, the Distribution and the other transactions contemplated hereby and

thereby and that the Persons listed on Schedule 9.23 have not acted as counsel or advisor for ADI SpinCo or any other member of

the ADI Group in connection with this Agreement, the Ancillary Agreements, the Internal Reorganization, the Contribution, the Distribution

and the other transactions contemplated hereby and thereby and that none of ADI SpinCo or any member of the ADI Group has the status of

a client of the Persons listed on Schedule 9.23 for conflict of interest or any other purposes as a result thereof. ADI SpinCo

hereby agrees, on behalf of itself and each other member of the ADI Group that, in the event that a dispute arises after the Effective

Time in connection with this Agreement, the Ancillary Agreements, the Internal Reorganization, the Contribution, the Distribution or any

of the other transactions contemplated hereby and thereby between Resideo and ADI SpinCo or any of the members of their respective Groups,

each of the Persons listed on Schedule 9.23 may represent any or all of the members of the Resideo Group in such dispute even though

the interests of the Resideo Group may be directly adverse to those of the ADI Group. ADI SpinCo further agrees, on behalf of itself and

each other member of the ADI Group that, with respect to this Agreement, the Ancillary Agreements, the Internal Reorganization, the Contribution,

the Distribution and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client

confidence belongs to Resideo or the applicable member of the Resideo Group and may be controlled by Resideo or such member of the Resideo

Group and shall not pass to or be claimed by ADI SpinCo or any member of the ADI Group. Without limiting the foregoing, ADI SpinCo acknowledges

and agrees that Willkie Farr & Gallagher LLP is representing Resideo, and not ADI SpinCo, in connection with the transactions contemplated

hereby.

Section 9.24 Authority.

Resideo represents on behalf of itself and each other member of the Resideo Group, and ADI SpinCo represents on behalf of itself and each

other member of the ADI Group, as follows:

(a) each

such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to

execute, deliver and perform this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated

hereby and thereby; and

(b) this

Agreement and each Ancillary Agreement to which it is a party has been duly executed and delivered by it and constitutes a valid and binding

agreement of it enforceable in accordance with the terms thereof.

Section 9.25 Publicity.

Each of Resideo and ADI SpinCo shall consult with the other, and shall, subject to the requirements of Section 6.5, provide the

other Party the opportunity to review and comment upon, any press releases or other public statements in connection with transactions

contemplated hereby and any filings with any Governmental Entity or national securities exchange with respect thereto, in each case prior

to the issuance or filing thereof, as applicable (including the Information Statement, the Parties’ respective Current Reports on

Form 8-K to be filed on the Distribution Date, the Parties’ respective Quarterly Reports on Form 10-Q filed with respect to the

fiscal quarter during which the Distribution Date occurs, or if such quarter is the fourth fiscal quarter, the Parties’ respective

Annual Reports on Form 10-K filed with respect to the fiscal year during which the Distribution Date occurs (each such Quarterly Report

on Form 10-Q or Annual Report on Form 10-K, a “First Post-Distribution Report”)). Each Party’s obligations pursuant

to this Section 9.25 shall terminate on the date on which such Party’s First Post-Distribution Report is filed with the Commission.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this

Agreement to be duly executed as of the day and year first above written.

RESIDEO TECHNOLOGIES, INC.

By:

/s/ Thomas Surran

Name:

Thomas Surran

Title:

President

ADI GLOBAL DISTRIBUTION INC.

By:

/s/ Robert Aarnes

Name:

Robert Aarnes

Title:

President and Chief Executive Officer

EX-3.1 — AMENDED & RESTATED CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK OF RESIDEO TECHNOLOGIES, INC

EX-3.1

Filename: ea030018901ex3-1.htm · Sequence: 3

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF

SERIES A CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK

OF RESIDEO TECHNOLOGIES, INC.

Pursuant to Section 242 of the

General Corporation Law of the State of Delaware

The undersigned, for the purpose

of amending and restating the Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Participating Preferred

Stock of Resideo Technologies, Inc. (the “Corporation”), filed with the Secretary of State of the State of Delaware

on June 14, 2024 (the “Original Certificate”), does hereby certify that the following resolution was duly adopted by

the Board of Directors of the Corporation and approved by the holders of a majority of the then-outstanding shares of Preferred Stock

in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware:

NOW, THEREFORE, BE IT RESOLVED,

that the Board of Directors does hereby amend and restate the Original Certificate such that the designations, powers, preferences and

relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the shares

of Preferred Stock (as defined below), are fixed as follows:

Section 1. Number of

Shares and Designation. 350,000 shares of preferred stock of the Corporation shall constitute a series of preferred stock designated

as Series A Cumulative Convertible Participating Preferred Stock (the “Preferred Stock”). Subject to and in accordance

with the provisions of Section 11(b), the number of shares of Preferred Stock may be increased (to the extent of the Corporation’s

authorized and unissued preferred stock) by further resolution duly adopted by the Board of Directors and the filing of a certificate

of increase with the Secretary of State of the State of Delaware.

Section 2. Rank.

Each share of Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Preferred Stock shall,

with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution

or winding up of the affairs of the Corporation, or otherwise (i) rank senior and prior to the Corporation’s common stock,

par value $0.001 per share (the “Common Stock”), and each other class or series of equity securities of the Corporation,

whether currently issued or issued in the future, that by its terms does not expressly rank senior to, or on parity with, the Preferred

Stock as to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution

or winding up of the affairs of the Corporation, or otherwise (all of such equity securities, including the Common Stock, are collectively

referred to herein as “Junior Securities”), (ii) rank junior to each class or series of equity securities of

the Corporation, whether currently issued or issued in the future without violation of this Certificate, that by its terms expressly ranks

senior to the Preferred Stock as to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon

liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (all of such equity securities are collectively

referred to herein as “Senior Securities”), and (iii) rank on parity with each class or series of equity securities

of the Corporation, whether currently issued or issued in the future without violation of this Certificate, that expressly provides that

it ranks on parity with the Preferred Stock as to payment of dividends, redemption payments or rights (including as to the distribution

of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation (all of such equity securities are collectively

referred to herein as “Parity Securities”). The respective definitions of Junior Securities, Senior Securities and

Parity Securities shall also include any securities, rights or options exercisable or exchangeable for or convertible into any of the

Junior Securities, Senior Securities or Parity Securities, as the case may be.

Section 3. Definitions.

(a) As

used herein, the following terms shall have the meanings set forth below or in the section cross-referenced below, as applicable, whether

used in the singular or the plural:

“Acceptable Exchanges”

means The NASDAQ Global Select Market and NYSE (or either of their respective successors).

“Accrued Dividends”

means, as of any date, with respect to any share of Preferred Stock, all dividends that have accrued pursuant to Section 4(a)(ii),

whether or not declared, but that have not, as of such date, been paid as Cash Dividends. “Accrued Dividends” shall include

Interim Accrued Dividends and Compounded Dividends on such share. For the avoidance of doubt, for all purposes of this Certificate, any

Preferred Dividends that accrue in a Payment Period shall be Interim Accrued Dividends prior to the Preferred Dividend Payment Date and,

to the extent not paid as Cash Dividends on a Preferred Dividend Payment Date, shall as of such Preferred Dividend Payment Date be Compounded

Dividends and added to the Accumulated Amount.

“Accumulated Amount”

means, with respect to any share of Preferred Stock, as of any date of determination, the sum of (a) the Liquidation Preference plus (b)

the Compounded Dividends with respect to such share of Preferred Stock as of such date.

“Additional Excess

Conversion Shares” means the positive difference (if any) between the number of Excess Conversion Shares determined pursuant

to the proviso to the definition of Excess Conversion Shares minus the number of Excess Conversion Shares determined pursuant to

the definition of Excess Conversion Shares prior to giving effect to the proviso to such definition.

“Affiliate” has the meaning given

to such term in the Investment Agreement.

“As-Converted Common

Stock” means at the time of determination (i) the issued and outstanding Common Stock, (ii) shares of Common Stock issuable

upon conversion of all issued and outstanding shares of Preferred Stock (including shares of Preferred Stock issued as dividends thereon

pursuant to this Certificate), disregarding for this purpose the last sentence of Section 6(a)(i)(B) of this Certificate, and (iii) shares

of Common Stock issuable upon the conversion, exchange or settlement of any other issued and outstanding securities or rights of or issued

by the Corporation but only to the extent at the time of determination the holder thereof has the right to so convert, exchange or settle

such securities or rights.

“Beneficially Own”

and “Beneficial Ownership” has the meaning given such term in Rule 13d-3 under the Exchange Act, and a Person’s

beneficial ownership of Capital Stock of any Person shall be calculated in accordance with the provisions of such rule, but without taking

into account any contractual restrictions or limitations on voting or other rights; provided, however, that for purposes

of determining beneficial ownership, a Person shall be deemed to be the beneficial owner of any security which may be acquired by such

Person, whether within sixty (60) days or thereafter, upon the conversion, exchange or exercise of any warrants, options, rights or other

securities.

“Board of Directors”

means the board of directors of the Corporation or (other than for purposes of Section 12 of this Certificate) any committee thereof

duly authorized to act on behalf of such board of directors for the purposes in question.

“Business Day”

means any day that is not a Saturday, a Sunday or any other day on which commercial banks are generally required or authorized by Law

to be closed in New York City, New York.

“By-laws”

means the Amended and Restated By-Laws of the Corporation, as amended from time to time.

“Capital Stock”

of any Person means any and all shares, interests (including partnership interests), rights to purchase, warrants, options, participations

or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, but excluding any debt

securities convertible into such equity.

“Cash Dividend”

has the meaning set forth in Section 4(a)(ii).

“CD&R”

shall mean Clayton, Dubilier & Rice, LLC or a successor thereto.

“CD&R Affiliate”

shall mean any of CD&R, any private equity fund managed or advised by CD&R or any general partner thereof, or any of their respective

Affiliates.

“CD&R Group”

shall mean the Purchaser together with its Affiliates, including CD&R Affiliates.

“Certificate”

means this Amended and Restated Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Participating Preferred

Stock of the Corporation, as amended from time to time.

“Certificate of Incorporation”

means the Amended and Restated Certificate of Incorporation of the Corporation, as amended from time to time.

“Change of Control”

means the occurrence, directly or indirectly, of any of the following:

(i) any purchase, merger,

acquisition or other transaction or series of related transactions immediately following which any Person or Group (excluding the Investor

or its Affiliates or any Group including the Investor or its Affiliates) shall Beneficially Own, directly or indirectly, Voting Stock

entitling such Person or Group to exercise more than 50% of the total voting power of all classes of Voting Stock of the Corporation,

other than as a result of any such transaction in which (x) the holders of securities that represented 100% of the Voting Stock of the

Corporation immediately prior to such transaction are substantially the same as the holders of securities that represent a majority of

the total voting power of all classes of Voting Stock of the surviving Person or any parent entity thereof immediately after such transaction

and (y) the holders of securities that represented 100% of the Voting Stock of the Corporation immediately prior to such transaction own

directly or indirectly Voting Stock of the surviving Person or any parent entity thereof in substantially the same proportion to each

other as immediately prior to such transaction;

(ii) any transaction or series

of related transactions immediately following which the Persons who Beneficially Own 100% of the Voting Stock of the Corporation immediately

prior to such transaction or transactions cease to Beneficially Own more than 50% of the Voting Stock of the Corporation, any successor

thereto or any parent entity thereof immediately following such transaction or transactions; or

(iii) (x) the Corporation

merges or consolidates with or into any other Person, another Person merges with or into the Corporation, or the Corporation conveys,

sells, transfers or leases (including through a division) all or substantially all of the Corporation’s assets to another Person

or (y) the Corporation engages in any recapitalization, reclassification or other transaction in which all or substantially all

of the Common Stock is exchanged for or converted into cash, securities or other property, in each case other than any such transaction:

(A) which is effected solely

to change the Corporation’s jurisdiction of incorporation and results in a reclassification, conversion or exchange of outstanding

shares of Common Stock solely into shares of common stock of the surviving entity;

(B) a

sale, lease or transfer to a Subsidiary or a Person that becomes a Subsidiary of the Corporation; or

immediately prior to such transaction is converted into or exchanged for Voting Stock of the surviving or transferee Person constituting

a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such

merger or consolidation).

“Change of Control Effective Date”

has the meaning set forth in Section 10(b).

“Change of Control Redemption”

has the meaning set forth in Section 10(b).

“COC Redemption Date” has the

meaning set forth in Section 10(b).

“COC Redemption Notice” has the

meaning set forth in Section 10(b).

“COC Redemption Price” has the

meaning set forth in Section 10(b).

“Code” means the U.S. Internal

Revenue Code of 1986, as amended.

“COD Effective Date”

means August 3, 2026.

“Common Stock” has the meaning

set forth in Section 2.

“Common Stock Dividend

Record Date” has the meaning set forth in Section 4(a)(iv).

“Common

Stock Liquidity Conditions” will be satisfied if and only if:

(a) the offer and sale of all shares of Common Stock (including any Excess Conversion Shares) by such Holder

are registered pursuant to an effective registration statement under the Securities Act and such registration statement is reasonably

expected by the Corporation to remain effective and usable, by such Holder to sell all such shares of Common Stock, continuously during

the period from, and including, the Conversion Option Date or Redemption Date, as applicable, to, and including, the two (2) year

anniversary after the date each such share of Common Stock is issued;

(b) each share of Common Stock referred to in clause (a) above (i) will, when issued and

when sold or otherwise transferred pursuant to the registration statement referred to in such clause (a) (1) be admitted for

book-entry settlement through The Depository Trust Company with an “unrestricted” CUSIP number; and (2) unless sold to

the Corporation or an Affiliate of the Corporation, not be evidenced by any certificate that bears a legend referring to transfer restrictions

under the Securities Act or other securities laws, and (ii) will, when issued, be listed and admitted for trading, without suspension

or material limitation on trading, on an Acceptable Exchange;

exchange referred to in clause (b)(ii) for which the applicable or threatened delisting or suspension has not been cured, remediated or

otherwise removed; and

(d) the number of shares of Common Stock issuable upon conversion of all shares of Preferred Stock pursuant

to such Conversion Option, or at the time of such Redemption Notice, would not exceed the number of authorized, but unissued, shares of

Common Stock then available to be issued by the Corporation.

“Common Stock Trading

Price” means, as of any Trading Day, the closing price of a share of Common Stock on such Trading Day (as reported on Bloomberg,

based on composite transactions for the Acceptable Exchange on which the Common Stock is then listed).

“Compounded Dividends”

means, with respect to any share of Preferred Stock, as of any date of determination, (a) if a Preferred Dividend Payment Date has occurred

since the Issuance Date, the aggregate Accrued Dividends with respect to such share as of the Preferred Dividend Payment Date immediately

preceding such date of determination (determined, for the avoidance of doubt, after giving effect to the payment of Cash Dividends, if

any, on such immediately preceding Preferred Dividend Payment Date) or (b) if no Preferred Dividend Payment Date has occurred since the

Issuance Date of such share, zero.

“control”

(including the terms “controlling”, “controlled by” and “under common control with”),

with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct

or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor,

by contract or otherwise.

“Conversion Date” has the meaning

set forth in Section 6(b)(iii).

“Conversion Notice” has the meaning

set forth in Section 6(b)(ii).

“Conversion Option” has the meaning

set forth in Section 6(a)(i)(A).

“Conversion Option Date” has the

meaning set forth in Section 6(a)(i)(A).

“Conversion Option

Measurement Period” has the meaning set forth in Section 6(a)(i)(A).

“Conversion Price”

means, as of any date, the Initial Conversion Price, as adjusted pursuant to Section 9.

“Conversion Right” has the meaning

set forth in Section 6(a)(i)(B).

“Convertible Securities”

means indebtedness or shares of Capital Stock convertible into or exchangeable for Common Stock.

“Corporation” has the meaning

set forth in the preamble.

“Covered Persons” has the meaning

set forth in Section 12(d).

“Debt Financing Documents”

means the (i) Indenture, dated as of August 26, 2021, among Resideo Funding II LLC (as successor in interest to Resideo Funding Inc.),

the Corporation, the other guarantors named therein, and U.S. Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association), as trustee, as supplemented by that certain First Supplemental Indenture, dated April 1, 2022, Second Supplemental

Indenture, dated May 19, 2022, Third Supplemental Indenture, dated September 26, 2022, Fourth Supplemental Indenture, dated April 11,

2023, Fifth Supplemental Indenture, dated July 17, 2024, Sixth Supplemental Indenture, dated December 30, 2024, Seventh Supplemental Indenture,

dated September 30, 2025 and Eighth Supplemental Indenture, dated June 24, 2026; (ii) Indenture, dated July 17, 2024, among Resideo Funding

II LLC (as successor in interest to Resideo Funding Inc.), the Corporation, the other guarantors named therein, and U.S. Bank Trust Company,

National Association, as trustee, as supplemented by that certain First Supplemental Indenture, dated December 20, 2024, Second Supplemental

Indenture, dated September 30, 2025 and Third Supplemental Indenture, dated June 24, 2026 and (iii) Second Amended and Restated Credit

Agreement, dated as of June 4, 2026, by and among the Corporation, Resideo Holding Inc., Resideo Intermediate Holding LLC, Resideo Funding

II LLC, the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended.

“DGCL” means General Corporation

Law of the State of Delaware.

“Dividend Rate” means 7.00% per

annum; provided that, upon the occurrence and during the continuation of a Triggering Event, the Dividend Rate shall be increased

to 10.00% per annum (the “Noncompliance Additional Rate”) in accordance with Section 4(b).

“Ex-Date”

means, with respect to an issuance, dividend or distribution on shares of Common Stock, the first date on which shares of Common Stock

trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance, dividend or distribution

(including pursuant to due bills or similar arrangements required by the relevant stock exchange).

“Excess Conversion

Shares” means, prior to receipt of any Requisite Stockholder Approval, in connection with any conversion of shares of Preferred

Stock (disregarding for this purpose the last sentence of Section 6(a)(i)(B)), that number of shares (and only that number of shares)

of Common Stock (if any) that would result in the Holder thereof, when taken together with all other shares of Common Stock Beneficially

Owned by such Holder as of the time of such conversion, Beneficially Owning Voting Stock of the Corporation exceeding 19.9% of the Stockholder

Voting Power; provided that if the calculation of Excess Conversion Shares determined prior to giving effect to this proviso would allow

for a conversion of the Preferred Stock into a number of shares of Common Stock that exceeds the maximum number of shares of Common Stock

that may then be issued in such conversion of Preferred Stock in accordance with the listing requirements and policies of NYSE absent

the receipt of the Requisite Stockholder Approval, the “Excess Conversion Shares” shall instead be that number of shares (and

only that number of shares) of Common Stock (if any) that would, in connection with any conversion of all shares of Preferred Stock and

disregarding for this purpose the last sentence of Section 6(a)(i)(B), result in a violation of the listing requirements and policies

of NYSE absent the receipt of the Requisite Stockholder Approval.

“Exchange Act” means the Securities

Exchange Act of 1934, as amended from time to time.

“Exchange Property” has the meaning

set forth in Section 7(a).

“Exempted Securities”

has the meaning given to such term in the Investment Agreement.

“Group” means

any “group” as such term is used in Section 13(d)(3) of the Exchange Act.

“Holder”

means, at any time, any Person in whose name shares of Preferred Stock are registered, which may be treated by the Corporation as the

absolute owner of such shares of Preferred Stock for the purpose of making payment and settling the related conversions and for all other

purposes.

“Implied Quarterly

Dividend Amount” means, with respect to any share of Preferred Stock, as of any date, the product of (a) the Accumulated Amount

of such share on the first day of the applicable Payment Period (or in the case of the first Payment Period for such share, as of the

Issuance Date of such share) multiplied by (b) one-fourth of the Dividend Rate applicable on such date; provided that if the Dividend

Rate adjusts in accordance with the definition thereof, clause (b) of this definition shall be appropriately adjusted to reflect such

adjusted Dividend Rate.

“Initial Conversion Price” means

$18.844 per share of Common Stock.

“Interim Accrued Dividends”

means with respect to any share of Preferred Stock outstanding during a Payment Period with respect to which the Preferred Dividend Payment

Date has not yet occurred, the aggregate Preferred Dividends that have accrued on such share of Preferred Stock as of the date of determination.

“Investment Agreement”

means that certain Investment Agreement, dated as of April 14, 2024, by and among the Corporation, the Purchaser, and Clayton, Dubilier

& Rice Fund XII, L.P. (solely for purposes of Sections 4.10 thereof), as amended by that certain Amendment No. 1 to Investment

Agreement, dated as of June 14, 2024, and that certain Amendment No. 2 to Investment Agreement, dated as of August 3, 2026, and as the

same may be further amended from time to time in accordance with its terms.

“Investor”

means, collectively, one or more CD&R Affiliates who acquired shares of Preferred Stock pursuant to the Investment Agreement.

“Issuance Date”

means, with respect to a share of Preferred Stock, the date of issuance of such share of Preferred Stock. For the avoidance of doubt,

for all shares of Preferred Stock outstanding as of the COD Effective Date, the Issuance Date is June 14, 2024.

“Junior Securities” has the meaning

set forth in Section 2.

“Law” has the meaning set forth

in the Investment Agreement.

“Liquidation”

means the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, including any reorganization or liquidation

of the Corporation pursuant to applicable federal, state or local bankruptcy or insolvency law.

“Liquidation Preference”

means, with respect to each share of Preferred Stock, $1,000.00 per share, as appropriately adjusted for any stock split, stock division

or stock combination affecting the Preferred Stock.

“Majority Vote”

means the vote or written consent of holders of outstanding shares of Preferred Stock, voting as a separate class on an as-converted basis,

representing a majority of the aggregate Accumulated Amount on all outstanding shares of Preferred Stock.

“Market Price”

means, with respect to any particular security on any particular date, (i) if such security is listed or quoted on a principal

U.S. national or regional securities exchange or traded on an over-the-counter market, the volume weighted average price per share (as

reported on Bloomberg based, in the case of a listed security, on composite transactions for the principal U.S. national or regional securities

exchange on which such security is listed or quoted) of such security for the period of ten (10) consecutive Trading Days preceding the

date of determination (or for any other period specified for this purpose in the applicable provision of this Certificate), or (ii)

if such security is not listed or quoted on a principal U.S. national or regional securities exchange or traded on an over-the-counter

market, the fair market value of such security on the date of determination, as determined by a nationally recognized independent investment

banking firm that has for this purpose (x) been selected by the Board of Directors and (y) been consented to by Majority

Vote.

“NYSE” means the New York Stock

Exchange (or its successor).

“Options”

means rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

“Original Issuance

Date” means the date of closing pursuant to the Investment Agreement.

“Parity Securities” has the meaning

set forth in Section 2.

“Participating Dividends” has

the meaning set forth in Section 4(a)(i).

“Payment Period”

means, with respect to a share of Preferred Stock, the period beginning on the day after the preceding Preferred Dividend Payment Date

(or if no Preferred Dividend Payment Date has occurred since the Issuance Date of such share of Preferred Stock, the day that would have

been the day after the preceding Preferred Dividend Payment Date had the Issuance Date with respect to such share of Preferred Stock occurred

prior to such date) to and including the next Preferred Dividend Payment Date.

“Person”

means an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).

“Preferred Dividend

Payment Date” means, with respect to any share of Preferred Stock, January 15, April 15, July 15 and October 15 of each year

(each, a “Quarterly Date”), commencing on the first Quarterly Date immediately following the Issuance Date; provided,

that if any such Quarterly Date is not a Business Day then the “Preferred Dividend Payment Date” shall be the next Business

Day immediately following such Quarterly Date.

“Preferred Dividends” has the

meaning set forth in Section 4(a)(ii).

“Preferred Stock” has the meaning

set forth in Section 1.

“Pro Rata Repurchase”

means any purchase of shares of Common Stock by the Corporation or any Affiliate thereof (other than, if applicable, the Investor or any

of its Affiliates) pursuant to any tender offer or exchange offer subject to Section 13(e) of the Exchange Act, or pursuant to any other

offer available to substantially all holders of Common Stock, whether for cash, shares of capital stock of the Corporation, other securities

of the Corporation, evidences of indebtedness of the Corporation or any other Person or any other property (including shares of capital

stock, other securities or evidences of indebtedness of a Subsidiary of the Corporation), or any combination thereof, effected while any

shares of Preferred Stock are outstanding; provided, however, that “Pro Rata Repurchase” shall not include any

purchase of shares by the Corporation or any Affiliate thereof made in accordance with the requirements of Rule 10b-18 as in effect under

the Exchange Act. The “Effective Date” of a Pro Rata Repurchase means the date of acceptance of shares for purchase

or exchange under any tender or exchange offer which is a Pro Rata Repurchase or the date of purchase with respect to any Pro Rata Repurchase

that is not a tender or exchange offer.

“Purchased Shares” has the meaning

set forth in Section 9(a)(iv).

“Purchaser”

has the meaning given to such term in the Investment Agreement.

“Purchaser Parties”

has the meaning given to such term in the Investment Agreement.

“Redemption Date” has the meaning

set forth in Section 10(b).

“Redemption Notice” has the meaning

set forth in Section 10(b).

“Redemption Price” has the meaning

set forth in Section 10(b).

“Register”

means the securities register maintained in respect of the Preferred Stock by the Corporation, or to the extent the Corporation has engaged

a transfer agent, such transfer agent.

“Reorganization Event” means any

of the following transactions, but in all cases shall not include a spin-off transaction:

(i) any reorganization, consolidation,

merger, share exchange, statutory exchange, tender or exchange offer or other similar business combination involving the Corporation and

another Person, in each case, pursuant to which the Common Stock will be converted into, or exchanged for, cash, securities or other property

of the Corporation or another Person;

(ii) any reclassification,

recapitalization or reorganization of the Common Stock into securities other than the Common Stock; or

(iii) any direct or indirect

sale, assignment, conveyance, transfer, lease or other disposition (including in connection with any Liquidation and including by division)

by the Corporation of all or substantially all of its assets or business, in each case under this clause (iii), pursuant to which

the Common Stock will be converted into cash, securities or other property.

“Requisite Stockholder

Approval” means the affirmative vote of a majority of the votes cast at a regular or special meeting of the stockholders of

the Corporation (at which a quorum is present), in accordance with the NYSE listing rules for the approval of the conversion and the voting

of Excess Conversion Shares as provided for in this Certificate without limitation.

“Securities Act” means the Securities

Act of 1933, as amended.

“Senior Securities” has the meaning

set forth in Section 2.

“Stockholder

Voting Power” means the aggregate number of shares of Voting Stock of the Corporation (on an as-converted to Common Stock

basis), with the calculation of such aggregate number of shares of Voting Stock being conclusively

made for all purposes under this Certificate and the Certificate of Incorporation, absent manifest error, by the Corporation based on

the Corporation’s review of the Register, the Corporation’s other books and records, each Holder’s public filings pursuant

to Section 13 or Section 16 of the Exchange Act and any other written evidence reasonably satisfactory to the Corporation regarding

any Holder’s beneficial ownership of any securities of the Corporation.

“Subsidiary”

or “Subsidiaries” means, with respect to any Person, any other Person of which (i) if a corporation, a majority

of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election

of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of

the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association

or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time

owned or controlled, directly or indirectly, by that Person or one or more other Subsidiaries of that Person or a combination thereof

and for this purpose, a Person or Persons owns a majority ownership interest in such a business entity (other than a corporation) if such

Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be or control any managing director

or general partner of such business entity (other than a corporation). For the purposes hereof, the term “Subsidiary” shall

include all Subsidiaries of such Subsidiary.

“Trading Day”

means a day on which the Acceptable Exchange on which the Common Stock is then listed is open for the transaction of business.

“Transfer Restrictions”

means, when and as applicable to such Transfer, the restrictions on Transfer (as defined in the Investment Agreement) set forth in Section

4.7 of the Investment Agreement.

“Triggering Event”

means: (i) the Corporation’s failure to pay any Participating Dividends when required pursuant to, and in accordance with,

Section 4(a)(i) or to pay (or accrue and compound, as applicable) Preferred Dividends on each Preferred Dividend Payment Date pursuant

to, and in accordance with, Section 4(a)(ii) and Section 4(a)(iii); (ii) the Corporation’s failure to comply

with its obligations to effect the conversion of shares of Preferred Stock (including to reserve and keep available for issuance the requisite

number of shares of Common Stock and Preferred Stock) in compliance with Section 6 giving effect to the last sentence of Section

6(a)(i)(B), (iii) the Corporation’s violation of any restrictions set forth in this Certificate relating to payment of

dividends or distributions to the holders of Common Stock or other Capital Stock, (iv) the Corporation taking any action described

in Section 11(b) without the prior Majority Vote, (v) the Corporation’s failure to maintain the listing of the Common

Stock on an Acceptable Exchange (or, in the case of any Exchange Property in connection with any Reorganization Event (other than a Reorganization

Event that (a) constitutes a Change of Control and (b) results in the equity securities of the Corporation (or any successor thereto)

being exchanged or, in the case of the Preferred Stock, redeemed for cash), such applicable Exchange Property) or (vi) if, at any time

of determination, the exercise of any Conversion Option or Conversion Right (whether or not actually exercised) with respect to all shares

of Preferred Stock would result in the issuance of Additional Excess Conversion Shares.

“Voting

Stock” means (a) with respect to the Corporation, the Common Stock, the Preferred Stock and any other Capital Stock of

the Corporation having the right to vote generally in any election of directors of the Board of Directors and (b) with respect to

any other Person, all Capital Stock of such Person having the right to vote generally in any election of directors of the board of directors

of such Person or other similar governing body.

(b) In addition

to the above definitions, unless the context requires otherwise:

(i) any

reference to any statute, regulation, rule or form as of any time shall mean such statute, regulation, rule or form as amended or modified

and shall also include any successor statute, regulation, rule or form from time to time;

(ii) the

word “including” shall be deemed to be followed by the words “without limitation”;

(iii) references

to “$” or “dollars” means the lawful coin or currency the United States of America;

(iv) the

phrase “to the extent” means the degree to which something extends (and not “if”); and

(v) references

to “Section” are references to Sections of this Certificate.

Section 4. Dividends.

(a) Holders

of the issued and outstanding shares of Preferred Stock shall be entitled to receive dividends on the terms described below:

(i) Holders

of shares of Preferred Stock shall be entitled to participate equally and ratably with the holders of shares of Common Stock in all dividends

paid on the shares of Common Stock (other than dividends paid in the form of Common Stock, Convertible Securities or Options with respect

to which adjustments to the Conversion Price shall be made in accordance with this Certificate) as if immediately prior to each Common

Stock Dividend Record Date, all shares of Preferred Stock then outstanding were converted into shares of Common Stock (including any Excess

Conversion Shares and disregarding for this purpose the last sentence of Section 6(a)(i)(B)). Dividends payable pursuant to this

Section 4(a)(i) (the “Participating Dividends”) shall be payable on the same date that such dividends are payable

to holders of shares of Common Stock, and no dividends shall be payable to holders of shares of Common Stock unless the full dividends

contemplated by this Section 4(a)(i) are paid at the same time to the Holders of the Preferred Stock.

(ii) In

addition to any dividends pursuant to Section 4(a)(i), dividends on each share of Preferred Stock shall accrue and accumulate on

a daily basis, whether or not declared and whether or not the Corporation has funds legally available for the payment of such dividends,

at the Dividend Rate multiplied by the Accumulated Amount on such share from and after the Issuance Date of such share until the redemption,

conversion or other cancellation thereof (the “Preferred Dividends”). At the election of the Corporation with respect

to each Preferred Dividend Payment Date, all Preferred Dividends accrued on a share of Preferred Stock since the immediately preceding

Preferred Dividend Payment Date (as determined in accordance with the remaining provisions of this clause (ii) and clause (iii) below)

shall either (x) if, as and when so authorized and declared by the Board of Directors, be paid in cash to the holder thereof on such Preferred

Dividend Payment Date (any Preferred Dividend or portion of a Preferred Dividend paid in such manner, a “Cash Dividend”),

or (y) to the extent not so paid in cash in accordance with the foregoing clause (x) automatically become Compounded Dividends and added

to the Accumulated Amount for such share as of such Preferred Dividend Payment Date. The amount of Preferred Dividends accruing with respect

to any share of Preferred Stock for any day shall be determined by dividing (x) the Implied Quarterly Dividend Amount as of such day by

(y) the actual number of days in the Payment Period in which such day falls; provided, however, that if during any Payment Period

the Dividend Rate is increased, then after the date of such increase the amount of Preferred Dividends accruing with respect to any share

of Preferred Stock for any day shall be determined by dividing (x) the Implied Quarterly Dividend Amount (recalculated to take into account

such increased Dividend Rate) by (y) the actual number of days in such Payment Period. The amount of Preferred Dividends payable with

respect to any share of Preferred Stock for any Payment Period shall equal the sum of the daily Preferred Dividends amounts calculated

in accordance with the prior sentence of this Section 4(a)(ii) with respect to such share during such Payment Period; provided,

that, (i) to the extent the Issuance Date in respect of a share of Preferred Stock falls within such Payment Period, the Preferred Dividends

payable in respect of such share of Preferred Stock for such Payment Period shall equal the sum of the daily Preferred Dividends calculated

in accordance with the prior sentence of this Section 4(a)(ii) in respect of such share from and after the Issuance Date through the end

of such Payment Period, and (ii) the amount of Preferred Dividends payable with respect to any share of Preferred Stock for any Payment

Period shall be reduced by the amount of Preferred Dividends previously paid on such share of Preferred Stock in respect of such Payment

Period. Preferred Dividend payments shall be aggregated per Holder and shall be made to the nearest cent (with $.005 being rounded upward).

(iii) Any

election by the Corporation to pay a Cash Dividend with respect to any Payment Period shall be applied consistently to all Preferred Dividends

paid to all Holders with respect to such Payment Period. For the avoidance of doubt, it is understood that no Preferred Dividends may

be declared and paid in securities or otherwise “in kind.”

(iv) Each

Participating Dividend or Preferred Dividend shall be paid pro rata to the Holders of shares of Preferred Stock entitled thereto based

on the ownership of such Preferred Stock. Each Participating Dividend or Preferred Dividend shall be payable to the Holders of Preferred

Stock as they appear on the Register at the close of business on the record date designated by the Board of Directors for such dividends,

which (i) with respect to Participating Dividends, shall be the same day as the record date for the payment of dividends to the

holders of shares of Common Stock (the “Common Stock Dividend Record Date”), and (ii) with respect to Preferred

Dividends, shall be not more than thirty (30) days nor less than ten (10) days preceding the applicable Preferred Dividend Payment Date.

(b) Upon

the occurrence of a Triggering Event, the Dividend Rate shall increase to the Noncompliance Additional Rate from and including the date

on which the Triggering Event shall occur and be continuing through but excluding the date on which all then occurring Triggering Events

are no longer continuing. The Dividend Rate shall not be increased further pursuant to this Section 4(b) for a subsequent Triggering

Event occurring while the Noncompliance Additional Rate is in effect pursuant to this Section 4(b).

any time during which a Triggering Event shall occur and be continuing, without the consent of the Holders by Majority Vote, no dividends

shall be declared or paid or set apart for payment, or other distributions declared or made, upon any Junior Securities, nor shall any

Junior Securities be redeemed, purchased or otherwise acquired for any consideration (nor shall any moneys be paid to or made available

for a sinking fund for the redemption of any shares of any such Junior Securities) by the Corporation, directly or indirectly (except,

subject to and in accordance with the provisions of Section 6 hereof, by conversion into or exchange for Junior Securities or the

payment of cash in lieu of fractional shares in connection therewith) (other than repurchases of shares of Common Stock from applicable

employees, officers or directors of the Corporation, in the ordinary course of business, following such employees’, officers’

and directors’ termination of employment or engagement with the Corporation and its Subsidiaries). Without limiting the foregoing,

without the consent of the Holders by Majority Vote, the Corporation shall not (i) declare, pay or set aside for payment any dividends

or distributions upon any Junior Securities or (ii) repurchase, redeem or otherwise acquire any Junior Securities (other than repurchases

of shares of Common Stock from employees, officers or directors of the Corporation in the ordinary course of business) for any consideration

or pay any moneys or make available for a sinking fund for the redemption of any shares of such Junior Securities, unless, in each case,

the Corporation, in its good faith judgment, reasonably determines that (A) immediately before and after the taking of such action,

the fair value of the Corporation’s assets would exceed the sum of its debts (including, for this purpose, the aggregate Accumulated

Amount and the aggregate Interim Accrued Dividends of the Preferred Stock), (B) immediately after the taking of such action, the

Corporation would be able to pay all of its debts (including, for this purpose, the aggregate Accumulated Amount and the aggregate Interim

Accrued Dividends of the Preferred Stock) as they are reasonably expected to come due and (C) such action is otherwise in compliance

with applicable Law.

Section 5. Liquidation Rights.

(a) In

the event of any Liquidation, each Holder shall be entitled to receive liquidating distributions out of the assets of the Corporation,

before any payment or distribution of any assets of the Corporation shall be made or set apart for holders of any Junior Securities, including

the Common Stock, for such Holder’s shares of Preferred Stock in an amount equal to the greater of (i) the sum of (A)

the aggregate Accumulated Amount and (B) the aggregate Interim Accrued Dividends of such shares as of the date of the Liquidation

and (ii) the amount such Holder would have received had such shares of Preferred Stock, immediately prior to such Liquidation,

been converted into shares of Common Stock (including in respect of any Excess Conversion Shares and disregarding for this purpose the

last sentence of Section 6(a)(i)(B)) pursuant to Section 6, without regard to any of the limitations on conversion or convertibility

contained therein; provided that, any such distributions or payments shall be made solely to the extent of funds legally available for

distribution to its stockholders.

(b) In

the event the assets of the Corporation available for distribution to stockholders upon a Liquidation shall be insufficient to pay in

full the amounts payable with respect to all outstanding shares of Preferred Stock pursuant to Section 5(a), such assets, or the

proceeds thereof, shall be distributed among the Holders ratably in proportion to the full respective liquidating distributions to which

they would otherwise be respectively entitled upon such Liquidation.

the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all

of the assets, capital stock or business of the Corporation (other than in connection with the liquidation, dissolution or winding up

of the Corporation) nor the merger, consolidation, share exchange, statutory exchange or any other business combination transaction of

the Corporation into or with any other Person shall by itself be deemed to be a Liquidation for purposes of this Section 5.

Section 6. Conversion.

(a) Conversion

of Preferred Stock.

(i) Subject

to and in accordance with the provisions of this Section 6 (including in the case of clause (A), subject to the proviso

to the first sentence of clause (A)), shares of Preferred Stock may be converted into shares of Common Stock as follows:

(A) If

(a) at any time after the Original Issuance Date, the Common Stock Trading Price exceeds 200% of the then applicable Conversion

Price for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (such period, the “Conversion

Option Measurement Period”) and (b) the Corporation, at its option, delivers a written notice of conversion to the Holders

of the Preferred Stock within 10 Business Days following the conclusion of the applicable Conversion Option Measurement Period, then each

share of Preferred Stock outstanding shall be converted (the “Conversion Option”), as of the date of such notice (the

“Conversion Option Date”), into such number of fully paid and non-assessable shares of Common Stock (calculated as

to each conversion to the nearest 1/10,000th of a share) equal to the quotient of (A) the sum of (1) the Accumulated Amount

and (2) the Interim Accrued Dividends on such share as of the Conversion Option Date, divided by (B) the Conversion Price

of such share in effect as of the Conversion Option Date; provided that the Corporation shall not be entitled to exercise the Conversion

Option unless (x) as of the Conversion Option Date all of the Common Stock Liquidity Conditions are satisfied, and (y) the Lock-up Period

(as defined in the Investment Agreement) has terminated (or deemed to have terminated in respect of a portion of the Preferred Stock in

accordance with the terms set forth in the Investment Agreement) or expired in accordance with the terms set forth in the Investment Agreement;

provided further that if any shares of Common Stock issuable in connection with any Conversion Option would constitute Excess Conversion

Shares, the Corporation may not exercise the Conversion Option with respect to such Excess Conversion Shares which shall remain outstanding

and shall remain subject to the rights and limitations set forth herein. The election by the Corporation not to exercise the Conversion

Option with respect to any Conversion Option Measurement Period shall not limit the right of the Corporation to make such an election

with respect to any subsequent Conversion Option Measurement Period.

(B) Subject

to the last sentence of this Section 6(a)(i)(B), each Holder of shares of Preferred Stock shall have the right (the “Conversion

Right”), at any time and from time to time, at such Holder’s option, to convert all or any portion of such Holder’s

shares of Preferred Stock into fully paid and non-assessable shares of Common Stock. Upon a Holder’s election to exercise its Conversion

Right, each share of Preferred Stock for which the Conversion Right is exercised shall be converted into such number of shares of Common

Stock (calculated as to each conversion to the nearest 1/10,000th of a share) equal to the quotient of (A) the sum of (1)

the Accumulated Amount and (2) the Interim Accrued Dividends on such share as of the Conversion Date, divided by (B) the

Conversion Price of such share in effect at the time of conversion. Notwithstanding anything to the contrary contained in this Certificate,

prior to the Requisite Stockholder Approval and without limiting any subsequent ability to convert such Preferred Stock to the extent

such subsequent conversion would not result in the issuance of Excess Conversion Shares, in no event shall the number of shares of Preferred

Stock converted pursuant to this Section 6(a)(i)(B) result in the issuance of any Excess Conversion Shares at such time.

(ii) No

fractional shares of Common Stock shall be issued upon the conversion of any shares of Preferred Stock. If more than one share of Preferred

Stock subject to conversion is held by the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall

be computed on the basis of the sum of (A) the aggregate Accumulated Amount and (B) the aggregate Interim Accrued Dividends

as of the Conversion Date on all shares of Preferred Stock so subject. If the conversion of any share or shares of Preferred Stock results

in a fractional share of Common Stock issuable after application of the immediately preceding sentence, the Corporation shall pay a cash

amount in lieu of issuing such fractional share in an amount equal to the amount of such fractional interest multiplied by the Market

Price of a share of Common Stock on the Trading Day immediately prior to the Conversion Date.

(iii) The

Corporation will at all times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting

conversions of the Preferred Stock into shares of Common Stock, a number of shares of Common Stock equal to 110% of the number of shares

of Common Stock issuable upon conversion of all then outstanding shares of Preferred Stock (including any Excess Conversion Shares and

disregarding for this purpose the last sentence of Section 6(a)(i)(B)). The Corporation shall take all action permitted by Law,

including calling meetings of stockholders of the Corporation and soliciting proxies for any necessary vote of the stockholders of the

Corporation, to amend the Certificate of Incorporation to increase the number of authorized and unissued shares of Common Stock, if at

any time there shall be insufficient authorized and unissued shares of Common Stock to permit such reservation. The Corporation covenants

that the Preferred Stock and all Common Stock that may be issued upon conversion of Preferred Stock shall upon issuance be duly authorized,

fully paid and non-assessable and will not be subject to preemptive rights or subscription rights of any other stockholder of the Corporation.

The Corporation further covenants that the Corporation shall, at its sole expense, cause to be authorized for listing or quotation on

an Acceptable Exchange, all Common Stock issuable upon conversion of the Preferred Stock, subject to official notice of issuance. The

Corporation will use its reasonable best efforts to ensure that such Common Stock may be issued without violation of any applicable Law.

Notwithstanding anything set forth herein to the contrary, the Corporation shall have no obligation to seek or obtain the Requisite Stockholder

Approval except as expressly contemplated by Section 4.9 of the Investment Agreement.

(b) Mechanics

of Conversion.

(i) If

the Corporation exercises the Conversion Option and delivers notice thereof in accordance with Section 6(a)(i)(A), the Corporation

shall promptly following the Conversion Option Date update or cause to be updated the Register, effective as of the Conversion Option

Date, to reflect the shares of Common Stock held by such Holders as a result of the Conversion Option and shall comply with clause (b)

of Common Stock Liquidity Conditions.

(ii) The

Conversion Right of a Holder of Preferred Stock pursuant to Section 6(a)(i)(B) shall be exercised by such Holder by delivering

written notice to the Corporation that such Holder elects to convert all or a portion of the shares of Preferred Stock held by such Holder

(a “Conversion Notice”) and specifying the name or names (with address or addresses) in which shares of Common Stock

are to be issued and (if so required by the Corporation or the Corporation’s transfer agent) by a written instrument or instruments

of transfer in form reasonably satisfactory to the Corporation or the transfer agent, as applicable, duly executed by such Holder or its

legal representative. As promptly as practicable after the receipt of the Conversion Notice, and the payment of required taxes or duties

pursuant to Section 14(a), if applicable, and in no event later than three Trading Days thereafter, the Corporation shall update

or cause to be updated the Register to reflect the shares of Common Stock held by such Holder as a result of such conversion and shall

issue and shall deliver or cause to be issued and delivered to such Holder, or to such other Person on such Holder’s written order

(A) evidence of such issuance reasonably satisfactory to such Holder, and (B) cash for any fractional interest in respect

of a share of Common Stock arising upon such conversion settled as provided in Section 6(a)(ii).

(iii) The

conversion of any share of Preferred Stock shall be deemed to have been made (i) in connection with any Conversion Option, at the close

of business on the Conversion Option Date, and (ii) in connection with any exercise of the Conversion Right, at the close of business

on the date of giving the Conversion Notice or, if later, the payment of required taxes or duties pursuant to Section 14(a), if

applicable (the “Conversion Date”). Until the Conversion Date with respect to any share of Preferred Stock has occurred,

such share of Preferred Stock will remain outstanding and will be entitled to all of the powers, designations, preferences and other rights

provided herein, including that such share shall (A) accrue and accumulate Preferred Dividends and participate in Participating

Dividends pursuant to Section 4 and (B) entitle the applicable Holder thereof to the voting rights provided in Section

11; provided, however, that any such shares that are redeemed pursuant to Section 10 shall not be entitled to

be converted. Without limiting the generality of the foregoing, if any Common Stock otherwise issuable

upon the proposed conversion of any Preferred Stock would result in the conversion of Excess Conversion Shares, then the Corporation’s

obligation to deliver such consideration will not be extinguished, and the Corporation will deliver such consideration (and the relevant

shares of Preferred Stock shall be deemed converted) as soon as reasonably practicable after such delivery will not result in the issuance

of Excess Conversion Shares. Without limiting the foregoing, to the extent not reasonably ascertainable from public filings of the Corporation

or the Holder or its Affiliates, the Holder shall provide reasonably prompt written notice to the Corporation upon Holder’s determination

that issuance of such Common Stock will no longer result in the conversion of Excess Conversion Shares. If any Holder requests conversion

of Preferred Stock that would result in the issuance of Excess Conversion Shares, the Corporation shall remain obligated to issue on the

Conversion Date all shares of Common Stock that do not constitute Excess Conversion Shares.

Obligations to Issue Common Stock. Subject to Section 6(a)(i)(A), the last sentence of Section 6(a)(i)(B) and the compliance

with the terms and conditions of this Certificate applicable to the conversion of Preferred Stock, the Corporation’s obligations

to issue and deliver shares of Common Stock upon conversion of shares of Preferred Stock in accordance with the terms hereof are absolute

and unconditional, irrespective of any action or inaction by any Holder to enforce the same, any waiver or consent with respect to any

provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment,

limitation or termination, or any breach or alleged breach by any Holder or any other Person of any obligation to the Corporation or any

violation or alleged violation of Law by any Holder or any other Person, and irrespective of any other circumstance which might otherwise

limit such obligation of the Corporation to any Holder in connection with the issuance of such shares of Common Stock.

Section 7. Reorganization Events.

(a) Treatment

of Preferred Stock Upon a Reorganization Event. Subject to applicable Law and Section 7(f), upon the occurrence of any Reorganization

Event, (i) if the Corporation is the surviving company in such Reorganization Event, each share of Preferred Stock outstanding

immediately prior to such Reorganization Event shall remain outstanding following such Reorganization Event (or be exchanged for an equivalent

share of another class or series of preferred stock having rights, powers and preferences, and the qualifications, limitations and restrictions

substantially identical to those set forth herein); provided, that (x) each share of Preferred Stock or any such replacement

preferred stock as applicable shall become convertible into the kind and amount of securities, cash and other property that the applicable

Holder of such share of Preferred Stock (other than the counterparty to the Reorganization Event or an Affiliate of such other party)

would have received in such Reorganization Event had such share of Preferred Stock, immediately prior to such Reorganization Event, been

converted into the applicable number of shares of Common Stock using the Conversion Price immediately prior to such Reorganization Event

(including in respect of any Excess Conversion Shares and disregarding for this purpose the last sentence of Section 6(a)(i)(B))

(such securities, cash and other property, the “Exchange Property”), without interest on such Exchange Property, and

(y) appropriate adjustments shall be made to the conversion provisions set forth in Section 6 and the adjustment to conversion

price provisions set forth in Section 9 and the other provisions of this Certificate as determined reasonably and in good faith

by the Board of Directors to place the Holders (whether with respect to the Preferred Stock or any such replacement preferred stock as

applicable) in as nearly as equal of a position as possible with respect to such matters following such Reorganization Event as compared

to immediately prior to such Reorganization Event, or (ii) if the Corporation is not the surviving company in such Reorganization

Event or will be dissolved in connection with such Reorganization Event, each share of Preferred Stock outstanding immediately prior to

such Reorganization Event shall be converted or exchanged into a security of the Person surviving such Reorganization Event or such other

continuing parent entity in such Reorganization Event having rights, powers and preferences, and the qualifications, limitations and restrictions

thereof, as nearly equal as possible to those provided herein (with such adjustments as are appropriate to place the Holders in as nearly

as equal of a position as possible following such Reorganization Event as compared to immediately prior to such Reorganization Event).

(b) Form

of Consideration. In the event that shares of Preferred Stock become convertible into Exchange Property in connection with a Reorganization

Event and the holders of Common Stock have the opportunity to elect the form of consideration to be received in such Reorganization Event,

the Exchange Property shall be based on the types and amounts of consideration available for election by the holders of Common Stock and

the holders of Preferred Stock shall be entitled to the same election on as nearly equal as possible terms applicable to the Common Stock;

provided, however, that, to the extent the applicable transaction agreement provides for adjustments or limitations to such

elected types and amounts of consideration that are generally applicable to holders of Common Stock making such elections, the Exchange

Property will be subject to such adjustments and limitations.

Reorganization Events. The provisions of this Section 7 shall similarly apply to successive Reorganization Events.

(d) Notice

of Reorganization Events. The Corporation (or any successor) shall, no later than 10 days following the execution of definitive agreements

in respect of any Reorganization Event, provide written notice thereof to the Holders and of the kind and amount of the cash, securities

or other property that constitutes the Exchange Property, and any available election with respect to the Exchange Property that may be

made. Failure to deliver such notice shall not affect the operation of this Section 7 except to the extent such failure prejudices

the Holders.

(e) Requirements

of Reorganization Events. The Corporation shall not, without consent of the Holders acting by Majority Vote, enter into any agreement

for, or consummate, any transaction or series of transactions constituting a Reorganization Event unless (i) such agreement provides for

or does not interfere with or prevent (as applicable) conversion of the Preferred Stock into the Exchange Property in a manner that is

consistent with and gives effect to this Section 7, (ii) to the extent that the Corporation is not the surviving company in such

Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made in the agreements

governing such Reorganization Event for the conversion of the Preferred Stock into a security of the Person surviving such Reorganization

Event or such other continuing entity in such Reorganization Event, (iii) if the primary Exchange Property in any Reorganization Event

consists of securities, such Exchange Property (and only such Exchange Property) shall be listed (or, as applicable, be convertible into

securities listed) on an Acceptable Exchange and (iv) the issuer(s) of the Preferred Stock or any replacement preferred stock contemplated

by Section 7(a) of this Certificate owns after such Reorganization Event, directly or indirectly, a substantial portion of the assets

of the Corporation immediately preceding such Reorganization Event (and, if applicable, immediately preceding the first of the series

of related transactions that included the Reorganization Event) (the “Pre-Reorg Assets”) and cash or other consideration

in lieu thereof with respect to the Pre-Reorg Assets not so owned thereof.

(f) Partial

Tender Offer. Notwithstanding anything to the contrary stated herein, to the extent the Reorganization Event is structured as a tender

offer that is for less than for all of the outstanding shares of Common Stock then outstanding, the Holders shall not be entitled to receive

cash as Exchange Property in respect of the Preferred Stock held thereby and instead such Preferred Stock will continue to remain outstanding

as if such Reorganization Event had not occurred, provided, that, if such tender offer constitutes a Change of Control and the Corporation

has elected to effect a Change of Control Redemption by delivering a COC Redemption Notice to the Holders in accordance with Section

10, nothing herein shall preclude the Holders from receiving cash in respect of their Preferred Stock as part of the Change of Control

Redemption; provided, further, that any Holder may elect to convert all or any portion of the shares of Preferred Stock held by such Holder

into Common Stock in accordance with the provisions of Section 6 at any time prior to the consummation of such Reorganization Event

and receive cash in such tender offer in respect of the shares of Common Stock then held by such Holder following such conversion.

(g) Change

of Control. For the sake of clarity, if a Reorganization Event constitutes a Change of Control and the Corporation has delivered a

COC Redemption Notice, then Section 10(b) shall take precedence over this Section 7 to the extent there is any inconsistency

between such sections.

Section 8. [Reserved].

Section 9. Adjustments to Conversion Price.

(a) Adjustments

to Conversion Price. Except as provided in Section 9(d), the Conversion Price shall be subject to the following adjustments:

(i) Stock

Dividends and Distributions. If the Corporation declares a dividend or makes a distribution on the Common Stock payable in shares

of Common Stock, then the Conversion Price in effect at the opening of business on the Ex-Date for such dividend or distribution shall

be adjusted to the price determined by multiplying the Conversion Price at the opening of business on such Ex-Date by the following fraction:

OS0

OS1

where,

OS0 = the number of shares of Common

Stock outstanding at the close of business on the Business Day immediately preceding the Ex-Date for such dividend or distribution.

OS1 = the sum of the number of shares

of Common Stock outstanding at the close of business on the Business Day immediately preceding the Ex-Date for such dividend or distribution

plus the total number of shares of Common Stock constituting such dividend or distribution.

If any dividend or distribution described in this

Section 9(a)(i) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date and time

the Board of Directors determines not to make such dividend or distribution, to such Conversion Price that would exist had such adjustment

not been made.

(ii) Subdivisions,

Splits and Combination of the Common Stock. If the Corporation subdivides, splits or combines the shares of Common Stock, then the

Conversion Price in effect immediately prior to the effective date of such share subdivision, split or combination shall be adjusted to

the price determined by multiplying the Conversion Price in effect immediately prior to the effective date of such share subdivision,

split or combination by the following fraction:

OS0

OS1

where,

OS0 = the number of shares of Common

Stock outstanding immediately prior to the effective date of such share subdivision, split or combination.

OS1 = the number of shares of Common

Stock outstanding immediately after the opening of business on the effective date of such share subdivision, split or combination.

If the Conversion Price is adjusted in connection

with any subdivision, split or combination described in this Section 9(a)(ii) but the outstanding shares of Common Stock are, for

any reason, not subdivided, split or combined, the Conversion Price shall be readjusted, effective as of the date the Board of Directors

determines not to subdivide, split or combine the outstanding shares of Common Stock, to such Conversion Price that would exist had such

adjustment not been made.

(iii) Other

Distributions.

(A) If

the Corporation distributes to all holders of shares of Common Stock any Convertible Securities or Options or any other assets for which

there is no corresponding distribution in respect of the Preferred Stock pursuant to Section 4(a)(i) (other than pursuant to (x)

a “spin-off”, whereupon the Conversion Price will be equitably adjusted to allocate the economic value associated with the

Preferred Stock as between the Corporation and the entity that is “spun-off”, or (y) a rights plan which is subject to Section

9(a)(v) below), then the Conversion Price in effect immediately prior to the Ex-Date for such distribution shall be adjusted to the

price determined by multiplying the Conversion Price in effect immediately prior to the Ex-Date for such distribution by the following

fraction:

SP0 – FMV

SP0

where,

SP0 = the Market Price of a share of

Common Stock on the date immediately prior to the Ex-Date for such distribution.

FMV = the fair market value of the portion of

the distribution applicable to one share of Common Stock on the Ex-Date for such distribution, in the case of a non-cash distribution

or with respect to the non-cash portion of a distribution, if any, as determined (i) by the good faith determination of the Board of Directors

or (ii) if, within five Business Days following notice from the Corporation of the value determined by the Board of Directors pursuant

to clause (i), the Holders of a majority of the outstanding shares of Preferred Stock object in good faith to such determination, then

the fair market value will be determined by a nationally recognized independent investment banking firm that has for this purpose (x)

been selected by the Board of Directors, and (y) is reasonably acceptable to the Holders acting by Majority Vote; provided, that

such value, whether determined pursuant to the foregoing clause (i) or (ii), shall not for the purposes hereof in any event be equal to

or greater than the Market Price of a share of Common Stock on such date.

In the event that such distribution

described in this Section 9(a)(iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board

of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then

be in effect if such dividend or distribution had not been declared.

(iv) Certain

Repurchases of Common Stock. If the Corporation effects a Pro Rata Repurchase of Common Stock that involves the payment by the Corporation

of consideration per share of Common Stock that exceeds the Market Price of a share of Common Stock on the Effective Date of such Pro

Rata Repurchase; provided that if part or all of the consideration is not cash, the fair market value of the non-cash consideration

shall be determined by a nationally recognized independent investment banking firm that has for this purpose (x) been selected by the

Board of Directors, and (y) been consented to by the Holders by Majority Vote, then the Conversion Price in effect immediately prior to

the Effective Date of such Pro Rata Repurchase shall be adjusted (such adjustment to become effective immediately prior to the opening

of business on the day following the Effective Date of such Pro Rata Repurchase) by multiplying the Conversion Price in effect immediately

prior to the Effective Date of such Pro Rata Repurchase by the following fraction:

(OS0 x SP0) – AC

SP0 x OS1

Where,

SP0 = the Market Price of a share of

Common Stock on the Trading Day immediately preceding the first public announcement of the intent to effect such Pro Rata Repurchase.

OS0 = the number of shares of Common

Stock outstanding at the Effective Date of such Pro Rata Repurchase, including, if applicable, any shares validly tendered and not withdrawn

or exchanged shares.

OS1= the number of shares of Common

Stock outstanding at the Effective Date of such Pro Rata Repurchase, including, if applicable, any shares validly tendered or exchanged

and not withdrawn, minus the number of shares purchased in such Pro Rata Repurchase (which shares shall equal the Purchased Shares

(as defined below) if such Pro Rata Repurchase is effected pursuant to a tender offer or exchange offer).

AC = the aggregate cash and fair market value

of the other consideration payable in such Pro Rata Repurchase, and in the case of non-cash consideration, as determined by a nationally

recognized independent investment banking firm that has for this purpose (x) been selected by the Board of Directors, and (y) been consented

to by Holders by Majority Vote, based, in the case of a tender offer or exchange offer, on the number of shares actually accepted for

purchase (the “Purchased Shares”).

In the event that the Conversion Price is adjusted

in connection with any Pro Rata Repurchase described in this Section 9(a)(iv) and such Pro Rata Repurchase is not, for any reason,

consummated, the Conversion Price shall be readjusted, effective as of the date the Board of Directors determines such Pro Rata Repurchase,

to such Conversion Price that would exist had such adjustment not been made.

In the event that the Corporation, or one of its

Affiliates, is obligated to purchase shares of Common Stock pursuant to any such Pro Rata Repurchase, but the Corporation, or such Affiliate,

is permanently prevented by applicable Law from effecting any such purchases, or all such purchases are rescinded, then the Conversion

Price shall be readjusted to be such Conversion Price that would then be in effect if such Pro Rata Repurchase had not been made.

(v) Rights

Plans. To the extent that the Corporation has a rights plan in effect with respect to the Common Stock on any Conversion Date, upon

conversion of any shares of the Preferred Stock into Common Stock, the Holders will receive, in addition to the shares of Common Stock,

the rights under the rights plan, unless, prior to such Conversion Date, the rights have separated from the shares of Common Stock, in

which case (and only in such case) the Conversion Price will be adjusted at the time of separation as if the Corporation had issued the

rights to all holders of the Common Stock in an issuance triggering an adjustment pursuant to Section 9(a)(iii), subject to readjustment

in the event of the expiration, termination or redemption of such rights.

(b) Other

Adjustments.

(i) The

Corporation may make decreases in the Conversion Price, in addition to any other decreases required by this Section 9, if the Board

of Directors deems it advisable to avoid or diminish any income tax to holders of the Common Stock resulting from any dividend or distribution

of shares of Common Stock (or issuance of Options for Common Stock) or from any event treated as such for income tax purposes.

(ii) If

the Corporation takes any action affecting the Common Stock, other than an action described in Section 9(a), which upon a determination

by the Board of Directors, in its good faith discretion (such determination intended to be a “fact” for purposes of Section

151(a) of the DGCL), would materially adversely affect the conversion rights of the Holders of shares of Preferred Stock, the Conversion

Price shall be adjusted, to the extent permitted by Law, in such manner, if any, and at such time, as the Board of Directors determines

in good faith to be equitable in the circumstances.

Adjustments. Successive adjustments in the Conversion Price shall be made, without duplication, whenever any event specified in Section

9(a) or Section 9(b) shall occur.

(d) Rounding

of Calculations; Minimum Adjustments. All adjustments to the Conversion Price shall be calculated to the nearest one-tenth (1/10th)

of a cent. No adjustment in the Conversion Price shall be required if such adjustment would be less than $0.01; provided, that

any adjustments which by reason of this Section 9(d) are not required to be made shall be carried forward and taken into account

in any subsequent adjustment; provided, further that on any Conversion Date adjustments to the Conversion Price will be

made with respect to any such adjustment carried forward and which has not been taken into account before such date.

(e) Statement

Regarding Adjustments; Notices. Whenever the Conversion Price is to be adjusted in accordance with one or more of Section 9(a)

or Section 9(b), the Corporation shall: (i) compute the Conversion Price in accordance with Section 9(a) or Section

9(b), taking into account the one cent threshold set forth in Section 9(d); (ii) (x) in the event that the Corporation

shall give notice or make a public announcement to the holders of Common Stock of any action of the type described in Section 9(a)

(but only if the action of the type described in Section 9(a) would result in an adjustment to the Conversion Price or a change

in the type of securities or property to be delivered upon conversion of the Preferred Stock), the Corporation shall, at the time of such

notice or announcement, and in the case of any action which would require the fixing of a record date, at least ten (10) days prior to

such record date, give notice to each Holder by mail, first class postage prepaid, at the address appearing in the Register, which notice

shall specify the record date, if any, with respect to any such action, the approximate date on which such action is to take place and

the facts with respect to such action as shall be reasonably necessary to indicate the effect on the Conversion Price and the number,

kind or class of shares or other securities or property which shall be deliverable upon conversion or redemption of the Preferred Stock

or (y) in the event that the Corporation does not give notice or make a public announcement as set forth in subclause (x) of this

clause (ii), the Corporation shall, as soon as practicable following the occurrence of an event that requires an adjustment to the Conversion

Price pursuant to one or more of Section 9(a) or Section 9(b), taking into account the one cent threshold set forth in Section

9(d) (or if the Corporation is not aware of such occurrence, as soon as practicable after becoming so aware), provide, or cause to

be provided, a written notice to the Holders of the occurrence of such event, in the same manner and with the same detail as the notice

set forth in subclause (x) of this clause (ii); and (iii) whenever the Conversion Price shall be adjusted pursuant to one or more

of Section 9(a) or Section 9(b), the Corporation shall, as soon as practicable following the determination of the revised

Conversion Price, (x) file at the principal office of the Corporation, a statement showing in reasonable detail the facts requiring

such adjustment, the Conversion Price that shall be in effect after such adjustment and the method by which the adjustment to the Conversion

Price was determined and (y) cause a copy of such statement to be sent in the manner set forth in subclause (x) of clause (ii)

to each Holder.

(f) Certain

Adjustment Rules. If an adjustment in the Conversion Price made hereunder would reduce the Conversion Price to an amount below par

value of the Common Stock, then such adjustment in Conversion Price made hereunder shall reduce the Conversion Price to the par value

of the Common Stock. As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section

9, the Corporation shall use its reasonable best efforts to take any and all actions which may be necessary, including obtaining regulatory,

NYSE (or such exchange or automated quotation system on which the Common Stock is then listed) or stockholder approvals or exemptions,

in order that the Corporation may thereafter validly and legally issue as fully paid and nonassessable all shares of Common Stock issuable

upon conversion of the Preferred Stock in compliance with the applicable listing standards of NYSE (or such exchange or automated quotation

system on which the Common Stock is then listed).

Section 10. Redemption.

(a) Optional

Redemption. Subject to and in accordance with the provisions of this Section 10 (including, for the avoidance of doubt, the

final further proviso to this Section 10(a)), the Corporation shall have the right, at its option, at any time following June 14,

2027, to redeem (i) all or (ii) any portion of the shares of Preferred Stock then outstanding at a redemption price per share in cash

(the “Optional Redemption Price”) equal to two times (2x) the sum of (A) the Accumulated Amount and (B)

the Interim Accrued Dividends of each such share of Preferred Stock as of the date of such redemption; provided, that any Interim

Accrued Dividends that have accrued since the most recent Preferred Dividend Payment Date shall instead be calculated at one times (1x)

(not 2X) the amount of such current period Interim Accrued Dividends; provided, further, that any redemption under this

Section 10 for less than all of the shares of Preferred Stock then outstanding must redeem sufficient shares of Preferred Stock

such that the redemption will be treated as a payment in exchange for stock pursuant to Section 302(b) of the Code for United States federal

income tax purposes (for the avoidance of doubt, taking into account any equity interests held in the Corporation by the Investor) and

must not result in the Investor’s Beneficial Ownership of the Common Stock (on an as-converted to Common Stock basis) falling below

three percent (3%) of the Common Stock then outstanding as of the Redemption Date (on an as-converted to Common Stock basis); provided,

further, that the Corporation shall not be entitled to exercise its option to redeem pursuant to this Section 10(a) unless

(x) as of the Optional Redemption Date all of the Common Stock Liquidity Conditions are satisfied, and (y) the Lock-up Period (as defined

in the Investment Agreement) has terminated (or deemed to have terminated in respect of a portion of the Preferred Stock in accordance

with the terms set forth in the Investment Agreement) or expired in accordance with the terms set forth in the Investment Agreement. The

Corporation may exercise its right to require redemption under this Section 10 by sending a written notice to each Holder of Preferred

Stock (the “Optional Redemption Notice”) specifying (x) the date on which the redemption shall occur (the “Optional

Redemption Date”), which shall be a Business Day that is no earlier than 10 days and no later than 60 days from the date the

Redemption Notice is sent and (y) the aggregate number of shares of Preferred Stock which are being redeemed pursuant to such redemption

and the aggregate and per-share purchase price therefor. If fewer than all of the shares of Preferred Stock then outstanding are to be

redeemed pursuant to this Section 10(a), then such redemption shall occur on a pro rata basis with respect to all Holders

of Preferred Stock based on the total number of shares of Preferred Stock then held by such Holder relative to the total number of shares

of Preferred Stock then outstanding.

(b) Redemption

in Connection with a Change of Control. In the event of a Change of Control, the Corporation (or its successor in the Change of Control,

or an Affiliate thereof) shall have the option, exercisable during the period beginning on the effective date of the Change of Control

(the “Change of Control Effective Date”) and ending on the date that is 20 Business Days after the Change of Control

Effective Date, to purchase all (but not less than all) of the shares of Preferred Stock then outstanding at a purchase price per share,

payable in cash (the “COC Redemption Price” and together with the Optional Redemption Price, each (as applicable) the

“Redemption Price”), equal to one hundred fifty percent (150%) of the sum of (A) the Accumulated Amount and

(B) the Interim Accrued Dividends of each such share of Preferred Stock as of the date of such purchase (a “Change of

Control Redemption”); provided, that any Interim Accrued Dividends that have accrued since the most recent Preferred

Dividend Payment Date shall instead be calculated at 100% (not 150%) of the amount of such current period Interim Accrued Dividends. In

order to exercise the Change of Control Redemption, the Corporation shall deliver written notice (a “COC Redemption Notice”

and together with an Optional Redemption Notice, a “Redemption Notice”) to the Holders specifying that the Change of

Control Redemption is being exercised, the number of shares of Preferred Stock to be acquired in connection therewith, the aggregate and

per share purchase price therefor and the date which such redemption shall occur (the “COC Redemption Date” and together

with the Optional Redemption Date, each (as applicable) a “Redemption Date”) on the Change of Control Effective Date;

provided, further, that, as a condition to the Corporation’s exercise of its redemption option pursuant to this Section

10(b), the Corporation must provide written notice of the Change of Control to each Holder within 10 days following the execution

of the definitive agreements with respect to such Change of Control.

Redemption. Redemption pursuant to Section 10(a) or Section 10(b) shall become effective on the applicable Redemption

Date and the aggregate Redemption Price for such redeemed shares shall be due and payable in cash to the record Holder of the shares

of Preferred Stock being redeemed on such date. From and after the applicable Redemption Date, dividends and distributions will cease

to accrue on such redeemed shares of Preferred Stock, such redeemed shares of Preferred Stock shall no longer be deemed outstanding and

all rights of the Holders with respect to such redeemed shares of Preferred Stock will terminate, except the right to receive the aggregate

Redemption Price for such redeemed shares of Preferred Stock held by each such Holder.

(d) Information.

During the period between the delivery of the Optional Redemption Notice and the Optional Redemption Date, if requested by any Holder,

the Corporation shall provide reasonable access to the books and records of the Corporation, and provide a reasonable opportunity for

such Holder to meet with the executive officers of the Corporation for the purpose of assisting such Holder in evaluating whether to convert

the Preferred Stock into Common Stock in lieu of the redemption of such Preferred Stock; provided that in no event shall the Corporation

be required to provide any information that would cause such information to no longer be subject to the attorney-client privilege (or

a similar privilege) or where disclosure is prohibited by Law, but if any such disclosure is so limited, the Corporation shall cooperate

with such Holder to determine a reasonable manner to allow for prompt disclosure of such information to such Holder.

(e) Contingencies.

Any Redemption Notice or Conversion Notice may be delivered subject to contingencies set forth therein (which may include, for the avoidance

of doubt, the actual consummation of a Change of Control) and may be revoked if any such contingencies are not satisfied or as otherwise

set forth therein.

(f) Partial

Redemption. If a portion, but less than all, of the shares of Preferred Stock held by any Holder are purchased in accordance with

this Section 10 on any particular Redemption Date, the Corporation shall promptly thereafter reflect in the Register the remaining

shares of Preferred Stock held by such Holder. Such shares of Preferred Stock shall remain subject to the terms of this Certificate, including

with respect to the Corporation’s right to redeem such shares (including in connection with a subsequent Change of Control). The

election of the Corporation not to redeem the Preferred Stock at any time or in connection with any Change of Control shall not limit

the Corporations right to exercise a future redemption in accordance with the terms of this Certificate.

(g) Conversion.

Notwithstanding anything to the contrary in this Section 10, each Holder of shares of Preferred Stock to be redeemed by the Corporation

may elect to convert all or any portion of the shares of Preferred Stock held by such Holder into Common Stock in accordance with the

provisions of Section 6 (taking into account the limitation in the last sentence of Section 6(a)(i)(B) and any contingencies

contemplated by Section 10(e)) at any time prior to the Redemption Date, which election, for the avoidance of doubt, may be made

subject to the same or similar contingencies to which any such redemption by the Corporation is made subject. Without limiting the generality

of the foregoing, in the event that any such conversion is being effected in connection with, or as part of a Change of Control or any

redemption by the Corporation in accordance with this Section 10 is otherwise made conditional on another event or happening (or

the absence of any event or happening), any Holder may condition such conversion on the effectiveness of such Change of Control (or such

earlier time as the consideration payable to holders of Common Stock in respect of such Change of Control is determined) or such other

event or happening (or the absence of such event or happening), in which case such conversion shall be deemed effective as of immediately

prior to any such redemption of such shares; provided that if such conversion in connection with any such redemption of the Preferred

Stock would result in the issuance of any Excess Conversion Shares, such election to convert, solely with respect to such Excess Conversion

Shares, shall be deemed an election by such Holder to (x) in the case of a Change of Control, receive, upon consummation of such Change

of Control, an amount in cash equal to the aggregate amount such Holder would have received had all such Excess Conversion Shares converted

into Common Stock and such Holder received in respect of the shares of Common Stock issuable upon such conversion (including for all purposes

of this proviso Excess Conversion Shares and disregarding the limitation in the last sentence of Section 6(a)(i)(B)) the aggregate

consideration payable to such holder in respect of all such shares of Common Stock so issuable upon conversion and (y) in connection with

any redemption that is not a Change of Control Redemption, at the option of the Corporation, either (i) receive the greater of (A) the

Redemption Price and (B) the Common Stock Trading Price on the last Trading Day preceding the Redemption Date multiplied by the

Excess Conversion Shares into which Preferred Stock would have converted but for the limitation in the last sentence of Section 6(a)(i)(B)

or (ii) continue to hold such Preferred Stock which would have converted into Common Stock but for the limitation in the last sentence

of Section 6(a)(i)(B), with the Corporation having no right to redeem such Preferred Stock until the earlier of (I) a Change of

Control (in which case, upon election to redeem by the Corporation, the foregoing clause (x) would apply) and (II) a time at which the

conversion limitation in the last sentence of Section 6(a)(i)(B) would not be applicable to limit any conversion by the Holder

of any such remaining shares of Preferred Stock.

Section 11. Voting Rights.

(a) General.

The Holders of shares of Preferred Stock shall be entitled to vote with the holders of the Common Stock on all matters submitted to a

vote of stockholders of the Corporation, except as otherwise provided herein or as required by applicable Law, voting together with the

holders of Common Stock as a single class. For such purposes, each Holder shall be entitled to a number of votes in respect of the shares

of Preferred Stock owned of record by it equal to the number of shares of Common Stock into which such shares of Preferred Stock could

be converted (taking into account the limitation in the last sentence of Section 6(a)(i)(B), applied ratably with respect to each

outstanding share of Preferred Stock) as of the record date for the determination of stockholders entitled to vote on such matters or,

if no such record date is established, as of the date such vote is taken or any written consent of stockholders is solicited. For the

avoidance of doubt, the Holders of shares of Preferred Stock shall not be entitled to any voting rights in respect of any Excess Conversion

Shares prior to the Requisite Stockholder Approval. The Holders of shares of Preferred Stock shall be entitled to notice of any stockholders’

meeting in accordance with the Certificate of Incorporation and the By-laws as if they were holders of record of Common Stock for such

meeting.

(b) Class

Voting Rights. So long as any shares of Preferred Stock are outstanding, in addition to any other vote required by applicable Law,

the Corporation may not take any of the following actions (including by means of merger, consolidation, division, reorganization, recapitalization

or otherwise) without the prior approval of the Holders by Majority Vote (it being understood that this Section 11(b) shall not limit

the ability of the Corporation to undertake a redemption or conversion of the Preferred Stock as provided for in this Certificate or to

consummate a Change of Control or Reorganization Event that complies with the terms of this Certificate (including, without limitation,

the provisions of this Section 11(b)):

(i) amend,

alter, repeal or otherwise modify any provision of the Certificate of Incorporation, this Certificate or the By-laws in a manner that

would alter or change the terms or the powers, preferences, rights or privileges of the Preferred Stock as to affect them adversely;

(ii) authorize,

create, increase the authorized amount of, or issue any class or series of Senior Securities or Parity Securities, including any debt

securities convertible by their terms into shares Senior Securities or Parity Securities;

(iii) redeem,

repurchase or pay dividends on Junior Securities except as permitted in accordance with Section 4(c) of this Certificate;

(iv) increase

or decrease the authorized number of shares of Preferred Stock (except for the cancellation and retirement of shares set forth in Section

14(c)) or issue additional shares of Preferred Stock;

(v) (1)

amend, restate, supplement, modify or replace the Debt Financing Documents to include limitations on the ability of the Corporation to

accrue Preferred Dividends as Compounded Dividends in accordance with Section 4(a) that are more restrictive in any material respect

than those set forth in the Debt Financing Documents in effect as of the COD Effective Date or (2) enter into any agreements or

arrangements relating to indebtedness (a) containing provisions relating to the ability of the Corporation or its Subsidiaries

to accrue Preferred Dividends as Compounded Dividends in accordance with Section 4(a) that are more restrictive in any material

respect than those set forth in the Debt Financing Documents as of the COD Effective Date (or subsequently amend, restate, supplement

or otherwise modify any such agreements to include limitations on the ability of the Corporation to accrue Preferred Dividends as Compounded

Dividends in accordance with Section 4(a) that are more restrictive in any material respect than those set forth in the Debt Financing

Documents as of the COD Effective Date); or

(vi) adopt

any plan of Liquidation or file any voluntary petition for bankruptcy, receivership or any similar proceeding.

consent or votes required in Section 11(b) shall be in addition to any approval of stockholders of the Corporation which may be

required by Law or pursuant to any provision of the Certificate of Incorporation or the By-laws. Each Holder of shares of Preferred Stock

will have one vote per share on any matter on which Holders of shares of Preferred Stock are entitled to vote separately as a class, whether

at a meeting or by written consent.

Section 12. Board Designation and Other Rights.

(a) From

and after the Original Issuance Date, and for as long as the Preferred Stock and Common Stock that is owned by the Purchaser Parties represents

(i) at least ten percent (10%) of the outstanding shares of Common Stock, determined on an As-Converted Common Stock basis, the

Purchaser shall be entitled to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser,

CD&R or any CD&R Affiliate and reasonably acceptable to the Corporation at the time of such designation, to serve on the Board

of Directors (such individuals who are so reasonably acceptable to the Corporation, the “Purchaser Designees” and each

a “Purchaser Designee”), it being understood and agreed that, without the prior written consent of the Corporation,

a Purchaser Designee shall not be an individual that is (or will be) concurrently a member of the Board of Directors and the board of

directors of ADI Global Distribution Inc., and (ii) at least five percent (5%) (but less than the 10% contemplated in the foregoing

clause (i)) of the outstanding shares of Common Stock, determined on an As-Converted Common Stock basis, the Purchaser shall be entitled

to designate one (1) Purchaser Designee; provided, that, for purposes of calculating the percentage As-Converted Common Stock ownership

for this Section 12, any Exempted Securities issued pursuant to clauses (1), (2) and (5) of the definition thereof shall be excluded

and deemed not outstanding. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant

to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the

Board of Directors. The Purchaser Designees shall initially be John Stroup and Andrew Campelli as of the COD Effective Date, each of whom

has been determined to be reasonably acceptable to the Corporation. A person that is a Purchaser Designee shall remain and be regarded

as a Purchaser Designee for purposes of this Certificate for the remainder of such person’s term on the Board of Directors or, if

earlier, death or resignation. The Corporation’s obligations to have any Purchaser Designee appointed to the Board of Directors

or nominate any Purchaser Designee for election as a director at any meeting of the Corporation’s stockholders pursuant to this

Section 12, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding

service as a director of the Corporation under applicable Law, stock exchange rules regarding service as a director of the Corporation,

and the Corporation’s corporate governance or other guidelines and director onboarding and membership requirements, in each case,

that are generally applicable to all directors. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably

available for interviews and to consent to such reference and background checks or other investigations and provide such information as

the Board of Directors may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve

as a director of the Board of Directors and otherwise comply with the corporate governance or other guidelines and director onboarding

and membership requirements of the Corporation that are generally applicable to all directors thereof.

(b) From

and after the COD Effective Date, subject to Section 12(a) of this Certificate, the Corporation shall take such actions as are

reasonably necessary to cause the Purchaser Designees to be nominated as members of the Board of Directors and shall, subject to applicable

Law and the exercise of the fiduciary duties of the Board of Directors, include in any proxy statement prepared, used, delivered or publicly

filed by the Corporation to solicit the vote of its stockholders in connection with any meeting of stockholders of the Corporation the

recommendation of the Board of Directors that stockholders of the Corporation vote in favor of the Purchaser Designees and solicit votes

in favor of the election of the Purchaser Designees to the Board of Directors consistent with the Corporation’s efforts to solicit

votes in favor of the election of the Corporation’s other nominees to the Board of Directors.

so long as a Purchaser Designee is serving on the Board of Directors, (i) the Corporation shall not implement or maintain any trading

policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to the Corporation

of any trades in the Corporation’s securities) or similar guideline or policy with respect to the trading of securities of the Corporation

that applies to any Purchaser Party (including a policy that limits, prohibits or restricts any Purchaser Party from entering into any

hedging or derivative arrangements), in each case other than with respect to any CD&R Person or Purchaser Designee solely in his or

her individual capacity, except as provided herein, (ii) any share ownership requirement for any Purchaser Designee serving on the Board

of Directors will be deemed satisfied by the securities owned by any Purchaser Party and under no circumstances shall any of such policies,

procedures, processes, codes, rules, standards and guidelines impose any restrictions on any Purchaser Party’s transfers of securities

pursuant to the Registration Rights Agreement or otherwise, subject to compliance with applicable securities Laws, (iii) under no circumstances

shall any policy, procedure, code, rule, standard or guideline applicable to the Board of Directors be violated by any Purchaser Designee

receiving compensation from any Purchaser Party and (iv) no Purchaser Designee shall be excluded or required to recuse himself or herself

from any meetings or materials of the Board of Directors as a result of or in connection with his or her affiliation with the CD&R

Group or the CD&R Group’s ownership of any Preferred Stock or Common Stock except in connection with a transaction with, or

dispute involving, the Purchaser or any other member of the CD&R Group, and, in each case of the foregoing clauses (i), (ii), (iii)

and (iv), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section

12 shall not apply to the extent inconsistent with this Section 12 (but shall otherwise be applicable to the Purchaser Designee).

(d) To

the fullest extent permitted by the DGCL and subject to any express agreement that may from time to time be in effect, including the confidentiality

provisions set forth in the Investment Agreement, to the extent in compliance with applicable Law, the Corporation agrees that any Purchaser

Designee, any member of the CD&R Group and any CD&R Affiliate or any portfolio company thereof (collectively, “Covered

Persons”) may, and none of the foregoing shall have any duty not to, (i) invest in, carry on and conduct, whether directly,

or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder

or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description,

whether or not such business is competitive with or in the same or similar lines of business as the Corporation or any of its Subsidiaries,

(ii) do business with any client, customer, vendor or lessor of any of the Corporation or its Affiliates, and/or (iii) make investments

in any kind of property in which the Corporation may make investments. To the fullest extent permitted by the DGCL, to the extent in compliance

with applicable Law, the Corporation renounces any interest or expectancy to participate in any business or investments of any Covered

Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person. Except as set forth

below, the Corporation agrees that in the event that a Covered Person acquires knowledge of a potential transaction or matter which may

constitute a corporate opportunity for both (x) the Covered Person and (y) the Corporation or its Subsidiaries, the Covered Person shall

not have any duty to offer or communicate information regarding such corporate opportunity to the Corporation or its Subsidiaries. To

the fullest extent permitted by the DGCL, the Corporation hereby renounces any interest or expectancy in any potential transaction or

matter of which the Covered Person acquires knowledge and waives any claim against each Covered Person that such Covered Person is liable

to the Corporation or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues

or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells,

assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate

opportunity to the Corporation, in each case, except for any corporate opportunity which is expressly offered to a Covered Person in his

or her capacity as a member of the Board of Directors, it being understood that any such corporate opportunity shall belong to the Corporation.

(e) The

provisions of this Section 12 shall survive the repurchase, redemption, conversion and cancellation of the Preferred Stock; provided that

from and after the time that no shares of Preferred Stock are outstanding, this Section 12 may be amended, modified or waived with the

prior written consent of CD&R. Each of the Purchaser, the Purchaser Parties, the Purchaser Designees and the other Covered Persons

are express third party beneficiaries of the applicable portions of this Section 12 referencing such Persons.

Section 13. Transfers

and Transfer Agent. The Corporation shall appoint a transfer agent of recognized standing with respect to the Preferred Stock (which

may be the same transfer agent with respect to the Common Stock) and may remove such transfer agent in accordance with the agreement between

the Corporation and such transfer agent; provided that the Corporation shall appoint a successor transfer agent of recognized standing

who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Corporation shall

send notice to the Holders. When a Holder requests to register the transfer of shares of Preferred Stock, provided that such transfer

is not in violation of the Transfer Restrictions, the Corporation or the Corporation’s transfer agent, as applicable, shall register

the transfer as requested if its reasonable requirements for such transaction are met. Any transfer made not in compliance with the forgoing

shall be disregarded and deemed void.

Section 14. Miscellaneous.

(a) Taxes.

The issuance or delivery of shares of Preferred Stock, shares of Common Stock or other securities issued on account of Preferred Stock

pursuant hereto, or certificates representing such shares or securities, shall be made without charge to the Holder for such shares or

certificates or for any tax in respect of the issuance or delivery of such certificates or the securities represented thereby, including

any share transfer, documentary, stamp or similar tax; provided, however, that the Corporation shall not be required to

pay any tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Preferred Stock, shares of

Common Stock or other securities in a name other than that in which the shares of Preferred Stock with respect to which such shares or

other securities were issued, delivered or registered, or in respect of any payment to any Person other than a payment to the applicable

Holder thereof, and the transferee or payee, as the case may be, shall pay or bear the cost of any such tax, and the Corporation shall

not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery

or payment has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such

tax has been paid or is not payable. Without limiting Section 4.6(c) of the Investment Agreement, all payments and distributions (or deemed

distributions) on the shares of Preferred Stock (and any share of Common Stock issued upon the conversion of any share of Preferred Stock)

shall be subject to withholding and backup withholding of taxes to the extent required by applicable Law, subject to applicable exemptions,

and amounts withheld, if any, shall be treated as received by the Holders.

(b) Good

Faith. The Corporation shall not, by amendment of the Certificate of Incorporation or through reorganization, consolidation, merger,

dissolution, sale of assets, or otherwise, take any action the primary purpose of which is to avoid the observance or performance of any

of the terms of this Certificate.

of Shares. Shares of Preferred Stock which have been converted, redeemed, repurchased or otherwise cancelled shall be retired and,

following the filing of any certificate required by the DGCL, have the status of authorized and unissued shares of Preferred Stock, without

designation as to series until such shares are once more, subject to and in accordance with the provisions of Section 11, designated

as part of a particular series of Preferred Stock by the Board of Directors.

(d) Notices.

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have

been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail

with postage prepaid, addressed: (i) if to the Corporation, to its office at 16100 N. 71st Street, Suite 550, Scottsdale, Arizona

85254, Attention: Legal Notices and General Counsel (legalnotices@resideo.com; joshua.foster@resideo.com), with a copy (which may be delivered

by email but in all cases shall not constitute notice) to Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, NY 10019 attn:

Russell Leaf, Esq. and Jared Fertman, Esq. (rleaf@willkie.com; jfertman@willkie.com), or (ii) if to any Holder, to such Holder

at the address of such Holder as listed in the Register or (iii) to such other address as the Corporation or any such Holder, as

the case may be, shall have designated by written notice similarly given.

(e) Waiver

and Modifications. Subject to Section 12(e), the powers (including voting powers), if any, of the Preferred Stock and the preferences

and relative, participating, optional, special or other rights, if any, and the qualifications, limitations or restrictions, if any, of

the Preferred Stock may be waived or modified as to all shares of Preferred Stock in any instance (without the necessity of calling, noticing

or holding a meeting of stockholders) by the Holders acting by Majority Vote.

(f) Severability.

If any right, preference or limitation of the Preferred Stock set forth in this Certificate (as amended from time to time) is invalid,

unlawful or incapable of being enforced by reason of any rule of Law or public policy, all other rights, preferences and limitations set

forth in this Certificate (as so amended) which can be given effect without the invalid, unlawful or unenforceable right, preference or

limitation shall, nevertheless, remain in full force and effect, and no right, preference or limitation herein set forth shall be deemed

dependent upon any other such right, preference or limitation unless so expressed herein.

(g) Other

Rights. Except as expressly provided in any agreement between a Holder and the Corporation, the shares of Preferred Stock shall not

have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions

thereof, other than as set forth herein or in the Certificate of Incorporation or as provided by applicable Law.

(h) Headings.

The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of

the provisions hereof.

(i) Facts

Ascertainable. When the terms of this Certificate refers to a specific agreement or other document to determine the meaning or operation

of a provision hereof, the Corporation shall maintain a copy of such agreement or document at the principal executive offices of the Corporation

and a copy thereof shall be provided free of charge to any Holder who makes a written demand therefore.

(j) Effectiveness.

This Certificate shall become effective upon the filing thereof with the Secretary of State of the State of Delaware.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the Corporation has caused

this Certificate to be duly executed and acknowledged by its undersigned duly authorized officer this 3rd day of August, 2026.

RESIDEO TECHNOLOGIES, INC.

By:

/s/ Joshua Foster

Name:

Joshua Foster

Title:

Vice President, Deputy General Counsel and Assistant Secretary

EX-10.1 — EMPLOYEE MATTERS AGREEMENT, DATED JULY 31, 2026, BY AND BETWEEN ADI GLOBAL DISTRIBUTION INC. AND RESIDEO TECHNOLOGIES, INC

EX-10.1

Filename: ea030018901ex10-1.htm · Sequence: 4

Exhibit 10.1

Execution Version

EMPLOYEE MATTERS AGREEMENT

by and between

RESIDEO TECHNOLOGIES, INC.

and

ADI GLOBAL DISTRIBUTION INC.

Dated as of July 31, 2026

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1

General

Section 1.2

References; Interpretation

ARTICLE II

GENERAL PRINCIPLES

Section 2.1

Nature of Liabilities

Section 2.2

Transfers of Employees and Independent Contractors Generally

Section 2.3

Assumption and Retention of Liabilities Generally

Section 2.4

Participation in Benefit Plans

Section 2.5

Service Recognition

Section 2.6

Collective Bargaining Agreements

Section 2.7

Information and Consultation

Section 2.8

WARN

Section 2.9

Individual Agreements

Section 2.10

Payroll Services

Section 2.11

No Change in Control

ARTICLE III

CERTAIN BENEFIT PLAN PROVISIONS

Section 3.1

Health and Welfare Benefit Plans

Section 3.2

401(k) Plans

Section 3.3

U.S. Defined Benefit Pension Plans

Section 3.4

Deferred Compensation Arrangements

Section 3.5

Non-U.S. Plans

Section 3.6

Chargeback of Certain Costs

ARTICLE IV

EQUITY INCENTIVE AWARDS

Section 4.1

Treatment of Resideo Stock Options

Section 4.2

Treatment of Unvested Resideo Time-Based Restricted Stock Units

Section 4.3

Treatment of Resideo Director Unvested Deferred RSU Awards

Section 4.4

Treatment of Unvested Resideo Performance Stock Units

Section 4.5

Treatment of Resideo Director DSU Awards

Section 4.6

ADI SpinCo Stock Plan

Section 4.7

General Terms

ARTICLE V

ADDITIONAL MATTERS

Section 5.1

Cash Incentive Programs

Section 5.2

Time-Off Benefits

Section 5.3

Workers’ Compensation Liabilities

Section 5.4

COBRA Compliance in the United States

Section 5.5

Retention Bonuses

Section 5.6

Code Section 409A

Section 5.7

Payroll Taxes and Reporting; CARES Act and ARP Act

Section 5.8

Regulatory Filings

Section 5.9

Disability

Section 5.10

Certain Requirements

Section 5.11

No Hire of Employees

ARTICLE VI

GENERAL AND ADMINISTRATIVE

Section 6.1

Employer Rights

Section 6.2

Effect on Employment

Section 6.3

Consent of Third Parties

Section 6.4

Access to Employees

Section 6.5

Beneficiary Designation/Release of Information/Right to Reimbursement

Section 6.6

No Third-Party Beneficiaries

Section 6.7

Employee Benefits Administration

Section 6.8

Sharing of Records; Cooperation

ARTICLE VII

MISCELLANEOUS

Section 7.1

Entire Agreement

Section 7.2

Counterparts

Section 7.3

Survival of Agreements

Section 7.4

Notices

Section 7.5

Amendment

Section 7.6

Assignment

Section 7.7

Successors and Assigns

Section 7.8

Termination

Section 7.9

Subsidiaries

Section 7.10

Title and Headings

Section 7.11

Governing Law

Section 7.12

Dispute Resolution

Section 7.13

Severability

Section 7.14

Interpretation

Section 7.15

No Duplication; No Double Recovery

Section 7.16

No Waiver

Section 7.17

No Admission of Liability

Section 7.18

Tax Treatment of Payments

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT

(this “Agreement”), dated as of July 31, 2026, is entered into by and between Resideo Technologies, Inc., a Delaware

corporation (“Resideo”), and ADI Global Distribution Inc., a Delaware corporation and a wholly owned subsidiary of

Resideo (“ADI SpinCo”). “Party” or “Parties” means Resideo or ADI SpinCo, individually

or collectively, as the case may be. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement or the Separation

Agreement, shall have the meaning set forth in Section 1.1.

W I T N E S S E

T H:

WHEREAS, Resideo, acting

through its direct and indirect Subsidiaries, currently conducts the Resideo Retained Business and the ADI Business;

WHEREAS, the Board

of Directors of Resideo (the “Resideo Board”) has determined that it is appropriate, desirable and in the best

interests of Resideo and its stockholders to separate Resideo into two separate, publicly traded companies, one for each of (a) the

Resideo Retained Business, which shall be owned and conducted, directly or indirectly, by Resideo and its Subsidiaries (other than ADI

SpinCo and its Subsidiaries), and (b) the ADI Business, which shall be owned and conducted, directly or indirectly, by ADI SpinCo

and its Subsidiaries, in the manner contemplated by the Separation and Distribution Agreement by and between the Parties, dated as of

July 31, 2026 (the “Separation Agreement”);

WHEREAS, the Separation

Agreement sets forth the terms and conditions applicable to the Distribution; and

WHEREAS, pursuant to

the Separation Agreement, Resideo and ADI SpinCo have agreed to enter into this Agreement for the purpose of allocating Assets, Liabilities

and responsibilities with respect to certain employee matters, and employee compensation and benefit plans and programs between them,

and to address certain other employment-related matters.

NOW, THEREFORE, in

consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree

as follows:

ARTICLE I

DEFINITIONS

AND INTERPRETATION

Section 1.1 General.

As used in this Agreement, the following terms shall have the following meanings:

“2024 PSUs”

shall have the meaning set forth in Section 4.4(a).

“2025 PSUs”

shall have the meaning set forth in Section 4.4(a).

“2025 ROIC PSUs”

shall have the meaning set forth in Section 4.4(c)(i).

“2025 rTSR PSUs”

shall have the meaning set forth in Section 4.4(c)(ii).

“2026 PSUs”

shall have the meaning set forth in Section 4.4(a).

“Accrued Incentive

Amount” shall have the meaning set forth in Section 5.1.

“Acquired Rights

Directive” shall have the meaning set forth in the definition “Transfer Regulations.”

“ADI SpinCo”

shall have the meaning set forth in the Preamble.

“ADI SpinCo 2026

Stock Plan” shall mean the ADI SpinCo 2026 Stock Incentive Plan, as may be amended or amended and restated from time to time.

“ADI SpinCo 401(k)

Plan” shall have the meaning set forth in Section 3.2(a).

“ADI SpinCo Benefit

Plan” shall mean any Benefit Plan sponsored, maintained or contributed to exclusively by any member of the ADI Group.

“ADI SpinCo Board”

shall mean the Board of Directors of ADI SpinCo.

“ADI SpinCo Cafeteria

Plan” shall have the meaning set forth in Section 3.1(c).

“ADI SpinCo Conversion

Ratio” shall mean the quotient obtained by dividing (a) the Post-Distribution ADI SpinCo Stock Value, by (b) the Resideo

Pre-Spin Stock Value.

“ADI SpinCo Director

DSU Award” shall mean an award of deferred stock units relating to shares of ADI SpinCo Common Stock as described in Section

4.5.

“ADI SpinCo Employee”

shall mean (a) each individual employed by a member of the ADI Group as of the Effective Time and (b) each Delayed Transfer ADI SpinCo

Employee, in each case regardless of whether any such employee is actively at work or is not actively at work as a result of disability

or illness, an approved leave of absence (including military leave with reemployment rights under federal Law and leave under the Family

and Medical Leave Act of 1993), vacation, personal day or similar short- or long-term absence.

“ADI SpinCo Independent

Contractor” shall mean, as of immediately prior to the Effective Time, each individual who is engaged as an independent contractor

or consultant by ADI SpinCo or any member of the ADI Group.

“ADI SpinCo Non-Employee

Director” shall mean a member of the ADI SpinCo Board (including any ADI SpinCo Transferred Non-Employee Director) who is not

an ADI SpinCo Employee.

“ADI SpinCo Post-Spin

Award” shall have the meaning set forth in Section 4.4(a).

“ADI SpinCo Time-Based

Restricted Stock Unit” shall have the meaning set forth in Section 4.2.

“ADI SpinCo Transferred

Non-Employee Director” shall mean each ADI SpinCo Non-Employee Director immediately after the Effective Time, who served on

the Resideo Board immediately prior to the Effective Time.

“ADI SpinCo Unvested

Deferred RSU Award” shall have the meaning set forth in Section 4.3.

“ADI SpinCo Welfare

Plan Effective Date” shall have the meaning set forth in Section 3.1(a).

“ADI SpinCo Welfare

Plans” shall mean any Welfare Plan maintained by ADI SpinCo or any member of the ADI Group.

“Agreement”

shall have the meaning set forth in the Preamble.

“ARP Act”

shall have the meaning set forth in Section 5.7(b).

“Automatic Transfer

Employees” shall mean any ADI SpinCo Employee, where local employment Laws, including the Transfer Regulations, provide for

an automatic transfer of such employees to a member of the ADI Group by operation of Law upon the transfer or demerger of a business and/or

activities (or part thereof) as a going concern and such transfer or demerger occurs as a result of the transactions contemplated by the

Separation Agreement.

“Benefit Plan”

shall mean, with respect to an entity, each compensation or employee benefit plan, program, policy, agreement or other arrangement, whether

or not “employee benefit plans” (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA), including

any benefit plan, program, policy, agreement or arrangement providing cash- or equity-based compensation or incentives, health, medical,

dental, vision, disability, accident or life insurance benefits or vacation, paid or unpaid leave, severance, retention, change in control,

termination, deferred compensation, individual employment or consulting, retirement, pension or savings benefits, supplemental income,

retiree benefit or other fringe benefit (whether or not taxable), or employee loans that are sponsored or maintained by such entity (or

to which such entity contributes or is required to contribute or in which it participates), and excluding workers’ compensation

plans, policies, programs and arrangements.

“CARES Act”

shall have the meaning set forth in Section 5.7(b).

“COBRA”

shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations promulgated thereunder.

“Code”

shall mean the Internal Revenue Code of 1986, as amended.

“Collective Bargaining

Agreement” shall mean each agreement with the collective bargaining representative, employee representative, trade union, labor

or management organization, group of employees, or works council or similar representative body of ADI SpinCo Employees, including any

national, industry or sector-specific collective agreement which is applicable to ADI SpinCo Employees, ADI SpinCo Independent Contractors,

Former ADI SpinCo Service Providers, or Other Service Providers in respect of the ADI Business or ADI Former Business, and all modifications

of, or amendments to, such agreement and any rules, procedures, awards or decisions of competent jurisdiction interpreting or applying

such agreement.

“Delayed Transfer

ADI SpinCo Employee” shall mean each individual employed by Resideo or a member of the Resideo Group as of the Effective Time

(a) whom Resideo determines in its sole discretion is either (i) exclusively or primarily engaged in the ADI Business, or (ii) necessary

for the ongoing operation of the ADI Business on and following the Effective Time, and (b) whose employment is determined by Resideo to

not be eligible to be transferred to a member of the ADI Group at or prior to the Effective Time as a result of (i) requirements

under applicable Law, (ii) participation in a disability plan or similar arrangement that is a Resideo Benefit Plan, or (iii) a

delay in setting up ADI Business operations in a particular jurisdiction sufficient to employ such individual.

“Delayed Transfer

Date” shall mean the date on which it is determined by Resideo that either (a) a Delayed Transfer ADI SpinCo Employee or

Delayed Transfer Resideo Employee is permitted to transfer from the Resideo Group to the ADI Group or from the ADI Group to the Resideo

Group, respectively, in accordance with applicable Law, or (b) the necessary business operations are set up in the relevant jurisdiction

to enable employment of the ADI SpinCo Employee or Resideo Employee by the ADI Group or Resideo Group, as applicable.

“Delayed Transfer

Resideo Employee” shall mean each individual employed by ADI SpinCo or a member of the ADI Group as of the Effective Time (a) whom

Resideo determines in its sole discretion is either (i) exclusively or primarily engaged in the Resideo Retained Business, or (ii) necessary

for the ongoing operation of the Resideo Retained Business on and following the Effective Time, and (b) whose employment is determined

by Resideo to not be eligible to be transferred from a member of the ADI Group to a member of the Resideo Group at or prior to the Effective

Time as a result of (i) requirements under applicable Law or (ii) a delay in setting up Resideo Retained Business operations

in a particular jurisdiction sufficient to employ such Resideo Employee.

“Distribution”

shall have the meaning set forth in the recitals hereto.

“Distribution Ratio”

shall mean the quotient of the total number of shares of ADI SpinCo Common Stock divided by the total number of shares of Resideo Common

Stock, in each case, outstanding as of the Effective Time.

“Earned 2024 PSUs”

shall have the meaning set forth in Section 4.4(b).

“Earned 2025 ROIC

PSUs” shall have the meaning set forth in Section 4.4(c)(i).

“Earned 2025 rTSR

PSUs” shall have the meaning set forth in Section 4.4(c)(ii).

“Employee Representative”

shall mean any works council, including national trade union, employee representative, trade union, labor or management organization,

group of employees or similar representative body.

“ERISA”

shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Former ADI SpinCo

Service Provider” shall mean:

(a) each

individual (i) whose employment or service with Resideo or any of its Subsidiaries or Affiliates terminated for any reason prior

to the Effective Time, and (ii) (A) who was employed or engaged by ADI SpinCo or a member of the ADI Group immediately prior

to such termination, or (B) whom Resideo determines was exclusively or primarily engaged in the ADI Business as of immediately prior

to such termination; or

(b) any

former employee, independent contractor or consultant of Resideo or any of its Subsidiaries or Affiliates who was exclusively or primarily

engaged in an ADI Former Business (i) at the time either (A) such business was sold, conveyed, assigned, transferred, spun-off,

split-off or otherwise disposed of or divested (in whole or in part) to a Person that is not a member of the ADI Group, or the Resideo

Group, or (B) the operations, activities or production of which were discontinued, abandoned, completed or otherwise terminated (in

whole or in part), or (ii) at any other time, but in such case only to the extent relating to his or her service with such ADI Former

Business.

“FSA” shall

have the meaning set forth in Section 3.1(c).

“Individual Agreement”

shall mean any Benefit Plan that is (a) an employment contract, (b) a retention, severance or change in control agreement, or

(c) any other agreement containing restrictive covenants (including confidentiality, noncompetition, non-solicitation or similar

provisions) between a member of the Resideo Group and an ADI SpinCo Employee or any Former ADI SpinCo Service Provider, as in effect immediately

prior to the Effective Time.

“IRS” shall

mean the United States Internal Revenue Service or any successor thereto, including, but not limited to, its agents, representatives,

and attorneys.

“Key Role”

shall have the meaning set forth in Section 5.11(a).

“Non-Assignable Individual

Agreement” shall have the meaning set forth in Section 2.9(a).

“Non-Automatic Transfer

Employees” shall mean any ADI SpinCo Employee who is not an Automatic Transfer Employee.

“Non-U.S. Plans”

shall have the meaning set forth in Section 3.5.

“NYSE”

shall mean the New York Stock Exchange.

“Other Service Provider”

shall mean each individual who (a) (i) is or was engaged as an independent contractor or consultant by Resideo or any of its Subsidiaries

or Affiliates, or (ii) is a current or former employee of Resideo or any of its Subsidiaries or Affiliates, and (b) is not a

Resideo Employee, an ADI SpinCo Employee, an ADI SpinCo Independent Contractor, or a Former ADI SpinCo Service Provider.

“Party”

and “Parties” shall have the meanings set forth in the Preamble.

“Post-Distribution

ADI SpinCo Stock Value” shall mean the average of the volume weighted average per share price (as determined by Bloomberg Finance

L.P.) of ADI SpinCo Common Stock trading on the NYSE on each of the first two trading days following the Distribution Date.

“Post-Distribution

Incentives” shall have the meaning set forth in Section 5.1.

“Post-Distribution

Resideo Stock Value” shall mean the average of the volume weighted average per share price (as determined by Bloomberg Finance

L.P.) of Resideo Common Stock trading on the NYSE on each of the first two trading days following the Distribution Date.

“Resideo”

shall have the meaning set forth in the Preamble.

“Resideo 2018 Stock

Plan” shall mean the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates, as may

be amended or amended and restated from time to time.

“Resideo 401(k) Plan”

shall mean the Resideo Technologies, Inc. 401(k) Plan, as may be amended or amended and restated from time to time.

“Resideo Adjustment

Ratio” shall mean the quotient obtained by dividing (a) the Post-Distribution Resideo Stock Value, by (b) the Resideo

Pre-Spin Stock Value.

“Resideo Benefit

Plan” shall mean any Benefit Plan sponsored, maintained or contributed to by any member of the Resideo Group.

“Resideo Board”

shall have the meaning set forth in the Recitals.

“Resideo CHCMC”

shall mean the Compensation and Human Capital Management Committee of the Resideo Board.

“Resideo Deferred

Compensation Plans” shall mean, collectively, (a) the Resideo Technologies Supplemental Savings Plan, including the Deferred

Incentive Compensation Program and the Supplemental Savings Program components thereunder, and (b) the Resideo Supplemental Executive

Retirement Plan, as each may be amended or amended and restated from time to time.

“Resideo Director

Deferred Compensation Plan” shall mean the Resideo Deferred Compensation Plan for Non-Employee Directors, as may be amended

or amended and restated from time to time.

“Resideo Director

DSU Award” shall mean, collectively, an award of (a) vested deferred stock units under the Resideo Director Stock Plan relating

to shares of Resideo Common Stock, granted in connection with an election made under the Resideo Director Deferred Compensation Plan to

defer all or a portion of the Non-Employee Director’s annual cash fee and (b) restricted stock units under the Resideo Director

Stock Plan relating to shares of Resideo Common Stock that, pursuant to an election made in accordance with the Resideo Director Stock

Plan, is subject to deferred settlement, and that has vested as of the Effective Time.

“Resideo Director

Stock Plan” shall mean the 2018 Stock Plan for Non-Employee Directors of Resideo Technologies, Inc., as may be amended or amended

and restated from time to time.

“Resideo Director

Unvested Deferred RSU Award” shall mean an award of restricted stock units under the Resideo Director Stock Plan relating to

shares of Resideo Common Stock that is unvested as of immediately prior to the Effective Time and that, pursuant to an election made in

accordance with the Resideo Director Stock Plan, is subject to deferred settlement.

“Resideo Employee”

shall mean (a) each individual employed by Resideo or a member of the Resideo Group as of the Effective Time who is not a Delayed Transfer

ADI SpinCo Employee, and (b) each Delayed Transfer Resideo Employee, in each case regardless of whether any such employee is actively

at work or is not actively at work as a result of disability or illness, an approved leave of absence (including military leave with reemployment

rights under federal Law and leave under the Family and Medical Leave Act of 1993), vacation, personal day or similar short- or long-term

absence.

“Resideo Employee

DSU Award” shall mean restricted stock units under the Resideo 2018 Stock Plan relating to shares of Resideo Common Stock that,

pursuant to an election made in accordance with the Resideo 2018 Stock Plan, is subject to deferred settlement, and that has vested as

of the Effective Time.

“Resideo Equity Awards”

shall mean each outstanding Resideo Option, Resideo Director Unvested Deferred RSU Award, Resideo Director DSU Award, Resideo Employee

DSU Award, Resideo Time-Based Restricted Stock Unit and Resideo Performance Stock Unit.

“Resideo Equity Plans”

shall mean the Resideo 2018 Stock Plan, the Resideo Director Stock Plan, and any other stock option, stock incentive compensation plan

or arrangement, including equity award agreements, that is a Resideo Benefit Plan, as in effect as of the time relevant to the applicable

provision of this Agreement.

“Resideo Investment

Committee” shall mean the Resideo Technologies, Inc. Retirement Investment Committee.

“Resideo Non-Employee

Director” shall mean a member of the Resideo Board who is not a Resideo Employee.

“Resideo Option”

shall mean an option to purchase shares of Resideo Common Stock granted pursuant to the Resideo 2018 Stock Plan.

“Resideo Pension

Plan” shall mean the Resideo Technologies, Inc. Pension Plan, as may be amended or amended and restated from time to time.

“Resideo Performance

Stock Unit” shall mean an award granted by Resideo pursuant to a Resideo Equity Plan, that was denominated as a “Performance

Stock Unit” under the terms of such plan and the related award agreement.

“Resideo Pre-Spin

Stock Value” shall mean the closing price per share of Resideo Common Stock trading on the NYSE on the final trading day immediately

prior to the Distribution Date.

“Resideo Time-Based

Restricted Stock Unit” shall mean an award granted by Resideo pursuant to a Resideo Equity Plan, as amended and restated, that

was denominated as a “Restricted Stock Unit” under the terms of such plan and the related award agreement and as of the Distribution

Date vests (a) solely based on the continued employment or service of the recipient, or (b) based on a combination of continued employment

or service of the recipient and the achievement of applicable performance targets over a one-year performance period.

“Resideo Welfare

Plans” shall mean any Welfare Plan maintained by Resideo or any member of the Resideo Group.

“ROIC”

shall have the meaning set forth in Section 4.4(c)(i).

“rTSR”

shall have the meaning set forth in Section 4.4(c)(i).

“Separation Agreement”

shall have the meaning set forth in the Recitals.

“Transfer Regulations”

shall mean (a) all Laws of any EU Member State implementing the EU Council Directive 2001/23/EC of 12 March 2001 on the approximation

of the Laws of the Member States relating to the safeguarding of employees’ rights in the event of transfers of undertakings, businesses

or parts of undertakings or businesses (the “Acquired Rights Directive”) and legislation and regulations of any EU

Member State implementing such Acquired Rights Directive, and (b) any similar Laws in any jurisdiction providing for an automatic transfer,

by operation of Law, of employment in the event of a transfer of business.

“Transferred Account

Balances” shall have the meaning set forth in Section 3.1(c).

“Welfare Plan”

shall mean, where applicable, a “welfare plan” (as defined in Section 3(1) of ERISA and in 29 C.F.R. §2510.3-1) whether

or not subject to ERISA or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any

other plan offering health benefits (including medical, prescription drug, dental, vision and mental health and substance use disorder),

disability benefits, or life, accidental death and disability, pre-Tax premium conversion benefits, dependent care assistance programs,

employee assistance programs, contribution funding toward a health savings account, flexible spending accounts, tuition reimbursement

or adoption assistance programs or cashable credits.

Section 1.2 References;

Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include

references to the plural and vice versa. Unless the context otherwise requires, the words “include,” “includes”

and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.”

Unless the context otherwise requires, references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed

references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. Unless the context otherwise requires,

the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement

refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The word “or”