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

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 I

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:

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 II

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.

(c) Assumption 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.

(c) All 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.

(c) The 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.

(c) Without 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.

(c) If 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.

(c) Resideo 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.

(c) Cash 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.

(c) To 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;

(c) Resideo 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 IV

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.

(c) Without 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.

(c) Without 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 V

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.

(c) Following 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.

(c) Other 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 (C) does not involve any admission by the Indemnitee of any wrongdoing or violation of Law.

(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).

(c) From 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.

(c) The 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 VI

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.

(c) Each 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.

(c) Notwithstanding 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.

(c) ADI 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.

(c) For 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.

(c) Notwithstanding 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 IX

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).

(c) Except 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:

with a copy (which shall not constitute notice) to:

To ADI SpinCo:

with a copy (which shall not constitute notice) to:

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.

(c) The 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.

Exhibit 3.1

AMENDED AND RESTATED
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF
SERIES A CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK
OF RESIDEO TECHNOLOGIES, INC.

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

(C) where the Voting Stock outstanding 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:

“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).

(c) At 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.

(c) Neither 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.

(c) Corporation’s 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.

(c) Successive 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.

(c) Successive 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.

(c) Effectiveness of 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.

(c) The 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.

(c) For 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.

(c) Status 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 ([email protected]; [email protected]), 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. ([email protected]; [email protected]), 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.

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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.

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

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” 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, 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 II

GENERAL PRINCIPLES

Section 2.1 Nature of Liabilities. All Liabilities assumed or retained by a member of the Resideo Group under this Agreement shall be Resideo Retained Liabilities for purposes of the Separation Agreement. All Liabilities assumed or retained by a member of the ADI Group under this Agreement shall be ADI Liabilities for purposes of the Separation Agreement. Without prejudice or limitation to any of the indemnification or liability allocation provisions contained in this Agreement or the Separation 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, ADI SpinCo shall, and is expected to, satisfy any Liability or other obligation (or portion thereof) it assumes or retains pursuant to this Agreement, whether or not Resideo has been legally relieved of such Liability or other obligation.

Section 2.2 Transfers of Employees and Independent Contractors Generally.

(a) Subject to the requirements of applicable Law, through and until immediately before the Effective Time, Resideo shall use its reasonable best efforts to (i) cause the employment of any ADI SpinCo Employee and the contract of services of any ADI SpinCo Independent Contractor to be transferred to a member of the ADI Group no later than the Effective Time, and (ii) cause the employment of any Resideo Employee who is employed by a member of the ADI Group and the contract of services between any independent contractor or consultant that does not qualify as an ADI SpinCo Independent Contractor and a member of the ADI Group to be transferred to a member of the Resideo Group no later than the Effective Time.

(b) Resideo shall use its reasonable best efforts to cause each Automatic Transfer Employee to be employed by a member of the ADI Group no later than the Effective Time in accordance with applicable Law, or as of the applicable Delayed Transfer Date, if applicable, and ADI SpinCo agrees to take all actions reasonably necessary to cause the ADI SpinCo Employees to be so employed. If an Automatic Transfer Employee objects to the transfer of employment to a member of the ADI Group as permitted under applicable Law and consequently does not become an employee of the ADI Group and is terminated by Resideo as a result, then ADI SpinCo shall reimburse Resideo in accordance with Section 2.3(c) for any severance or termination costs incurred by Resideo in connection with such termination of employment.

(c) ADI SpinCo shall make a qualifying offer of employment to each Non-Automatic Transfer Employee who is not already employed by a member of the ADI Group prior to the Effective Time to become employed by a member of the ADI Group effective as of no later than the Effective Time, or as of the applicable Delayed Transfer Date, if applicable; provided that (i) if ADI SpinCo fails to make such a qualifying offer of employment to a Non-Automatic Transfer Employee or (ii) such Non-Automatic Transfer Employee does not accept such qualifying offer of employment, and in each case such Non-Automatic Transfer Employee does not become employed by ADI SpinCo and is terminated by Resideo as a result, then ADI SpinCo shall reimburse Resideo in accordance with Section 2.3(c) for any severance or termination costs incurred by Resideo in connection with such termination of employment.

(d) The Resideo Group and ADI Group agree to execute, and to seek to have the applicable ADI SpinCo Employees execute, such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.2.

Section 2.3 Assumption and Retention of Liabilities Generally.

(a) Except as otherwise set forth in this Agreement, in connection with the Internal Reorganization and the Contribution, or, if applicable, from and after the Effective Time, Resideo shall, or shall cause one or more members of the Resideo Group to, accept, assume (or, as applicable, retain) and perform, discharge, fulfill and satisfy (i) all Liabilities under all Resideo Benefit Plans, whenever incurred (except as provided in Section 2.3(b)); (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Resideo Employees, prospective employees of the Resideo Retained Business and all Other Service Providers and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred; and (iii) all other Liabilities or obligations expressly assigned to or assumed by a member of the Resideo Group under this Agreement.

(b) Except as otherwise set forth in this Agreement, in connection with the Internal Reorganization and the Contribution, or, if applicable, from and after the Effective Time, ADI SpinCo shall, or shall cause one or more members of the ADI Group to, accept, assume (or, as applicable, retain) and perform, discharge, fulfill and satisfy (i) all Liabilities under all ADI SpinCo Benefit Plans, whenever incurred; (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all ADI SpinCo Employees, prospective employees of the ADI Business, Former ADI SpinCo Service Providers and ADI SpinCo Independent Contractors and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred; and (iii) all other Liabilities or obligations expressly assigned to or assumed by a member of the ADI Group under this Agreement.

(c) Subject to the following sentence, the Parties shall promptly reimburse one another, upon reasonable request of the Party requesting reimbursement and the presentation by such Party of such substantiating documentation as the other Party shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by the Party requesting reimbursement or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of the other Party or any of its Affiliates. 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 by ADI SpinCo, 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 manner set forth in Section 9.11(b) of the Separation Agreement.

(d) Notwithstanding that a Delayed Transfer ADI SpinCo Employee or Delayed Transfer Resideo Employee shall not become employed by a member of the ADI Group or Resideo Group, respectively, until the Delayed Transfer Date applicable to such employee, (i) ADI SpinCo or Resideo shall be responsible for, and shall timely reimburse (for the avoidance of doubt, in accordance with Section 2.3(c)) the other for, all Liabilities incurred by Resideo or ADI SpinCo, respectively, with regard to each such Delayed Transfer ADI SpinCo Employee or Delayed Transfer Resideo Employee from the Effective Time to the Delayed Transfer Date applicable to such employee, and (ii) the Parties shall use their reasonable efforts to effect the provisions of this Agreement with respect to the compensation and benefits of such Delayed Transfer ADI SpinCo Employees and Delayed Transfer Resideo Employees following the Delayed Transfer Date applicable to such employee, it being understood that it may not be possible to replicate the effect of such provisions under such circumstances. As the context requires, with respect to Delayed Transfer ADI SpinCo Employees and Delayed Transfer Resideo Employees, references throughout this Agreement to the “Effective Time” or the “Distribution Date” shall be deemed to refer to the applicable Delayed Transfer Date.

(e) Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, ADI SpinCo shall, or shall cause one or more members of the ADI Group to, accept, assume (or, as applicable, retain) and perform, discharge, fulfill and satisfy all Liabilities that have been accepted, assumed or retained under this Agreement irrespective of whether accruals for such Liabilities have been transferred to ADI SpinCo or a member of the ADI Group or included on a combined balance sheet of the ADI Business or whether any such accruals are sufficient to cover such Liabilities.

(f) Except to the extent otherwise required by applicable Tax Law (as determined by Resideo in its sole discretion), 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 or otherwise accepted or assumed by ADI SpinCo (whether such Liabilities are Assumed, accepted or assumed by ADI SpinCo directly or treated as Assumed, accepted or 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 2.3(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 2.4 Participation in Benefit Plans. Except as provided in this Agreement or the Transition Services Agreement, effective no later than the Distribution Date, (a) ADI SpinCo and each member of the ADI Group, to the extent applicable, shall cease to be a participating company in any Resideo Benefit Plan, and (b) each ADI SpinCo Employee (and each of their respective dependents and beneficiaries) shall cease to participate in, be covered by, accrue benefits under, be eligible to contribute to or have any rights under any Resideo Benefit Plan (except to the extent of previously accrued obligations that remain a Liability of any member of the Resideo Group pursuant to this Agreement or as otherwise provided under ERISA). Effective as of the Distribution Date, ADI SpinCo shall, or shall cause one of the members of the ADI Group to, retain, pay, perform, fulfill and discharge all Liabilities arising out of or relating to all ADI SpinCo Benefit Plans.

Section 2.5 Service Recognition.

(a) Except as provided in Article IV of this Agreement or the Transition Services Agreement, from and after the Effective Time (or, if later, from and after the Delayed Transfer Date), service of ADI SpinCo Employees and Former ADI SpinCo Service Providers with any member of the ADI Group or any other employer, as applicable, other than any member of the Resideo Group following the Effective Time, shall not be taken into account for any purpose under any Resideo Benefit Plan.

(b) From and after the Effective Time, and in addition to any applicable obligations under the Transfer Regulations or other applicable Law, ADI SpinCo shall, and shall cause each member of the ADI Group to, give each ADI SpinCo Employee full credit for purposes of eligibility, vesting, and determination of level of benefits under any ADI SpinCo Benefit Plan for such ADI SpinCo Employee’s prior service with any member of the Resideo Group or ADI Group or any predecessor thereto, to the same extent such service was recognized by the relevant members of the Resideo Group or the applicable Resideo Benefit Plan prior to the later of the Effective Time (or if later, the Delayed Transfer Date) and the date such employee ceases participating in the applicable Resideo Benefit Plan in accordance with the Transition Services Agreement; provided that such service shall only be recognized to the extent such ADI SpinCo Employee becomes employed by the ADI Group as of the Distribution Date or the Delayed Transfer Date, as applicable; provided, further, that such service shall not be recognized to the extent that it would result in the duplication of benefits.

(c) Except to the extent prohibited by applicable Law, as soon as administratively practicable on or after the Distribution Date: (i) ADI SpinCo shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each ADI SpinCo Employee (and each of their respective dependents and beneficiaries) under any ADI SpinCo Welfare Plan in which ADI SpinCo Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Resideo Welfare Plan, and (ii) ADI SpinCo shall provide or cause each ADI SpinCo Employee (and each of their respective dependents and beneficiaries) to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid during the plan year in which the ADI SpinCo Employees (and each of their respective dependents and beneficiaries) become eligible to participate in the ADI SpinCo Welfare Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.

Section 2.6 Collective Bargaining Agreements.

(a) All provisions contained in this Agreement providing for the treatment of compensation and benefits in connection with the Distribution shall apply equally to any employee who is covered by a Collective Bargaining Agreement, except to the extent that any such Collective Bargaining Agreement specifically provides for the compensation or benefits contemplated by such provision and, in each such case, such Collective Bargaining Agreement shall apply rather than the terms of this Agreement. Nothing in this Agreement is intended to alter the provisions of any Collective Bargaining Agreement or modify in any way the obligations of the Resideo Group or the ADI Group to any Employee Representative or any other Person as described in such agreement.

(b) As of the Effective Time, ADI SpinCo shall, and shall cause the members of the ADI Group as appropriate to, adopt and assume any Collective Bargaining Agreements covering any of the ADI SpinCo Employees immediately prior to the Effective Time, subject to any agreed upon changes required by the transition of such Collective Bargaining Agreements to ADI SpinCo or applicable Law, and recognize the Employee Representatives that are party to such Collective Bargaining Agreements; provided, that any compensation or benefits that were, prior to the Distribution, provided to ADI SpinCo Employees under any such Collective Bargaining Agreements through Resideo Benefit Plans shall, to the extent such compensation and benefits are still required to be provided under such Collective Bargaining Agreements on and after the Distribution, be provided as mutually agreed with such Employee Representative through the ADI SpinCo Benefit Plans as set forth in this Agreement.

Section 2.7 Information and Consultation. The Parties shall comply with all requirements and obligations to inform, consult or otherwise notify any ADI SpinCo or Resideo Employees or Employee Representatives in relation to the transactions contemplated by this Agreement and the Separation Agreement, whether required pursuant to any Collective Bargaining Agreement, the Transfer Regulations or other applicable Law.

Section 2.8 WARN. Notwithstanding anything set forth in this Agreement to the contrary, none of the transactions contemplated by or undertaken by this Agreement is intended to nor shall any transactions contemplated by or undertaken by this Agreement constitute or give rise to an “employment loss” or employment separation within the meaning of the federal Worker Adjustment and Retraining Notification (WARN) Act, or any other federal, state, or local law or legal requirement addressing mass employment separations.

Section 2.9 Individual Agreements.

(a) Assignment by Resideo. Resideo hereby assigns, or causes an applicable member of the Resideo Group to assign, to ADI SpinCo or an appropriate member of the ADI Group, all Individual Agreements, with such assignment effective no later than the Effective Time; provided, however, that, to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as no later than the Effective Time, each member of the ADI Group shall be considered to be a successor to each member of the Resideo Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement (“Non-Assignable Individual Agreement”), such that each member of the ADI Group shall enjoy all the rights and benefits of the applicable member of the Resideo Group under such agreement (including rights and benefits as a third-party beneficiary), and to the extent that no member of the ADI Group is recognized as a successor or third-party beneficiary to an Individual Agreement for which any member of the ADI Group seeks enforcement, then Resideo shall take such lawful and reasonable actions as reasonably requested by ADI to enforce or cooperate in the enforcement of a Non-Assignable Individual Agreement at the sole cost and expense of ADI; provided, further, that in no event shall Resideo be permitted to enforce any restrictive covenants contained in any Individual Agreement against an ADI SpinCo Employee for action taken in such individual’s capacity as an ADI SpinCo Employee.

(b) Assumption by ADI SpinCo. Effective no later than the Effective Time, ADI SpinCo hereby assumes and honors, or causes an appropriate member of the ADI Group to assume and honor, each Individual Agreement, including any rights, benefits, Liabilities and obligations thereunder of the applicable member of the Resideo Group. ADI SpinCo shall reimburse Resideo in accordance with Section 2.3(c) for any costs and Liabilities borne by any member of the Resideo Group under any Non-Assignable Individual Agreement.

(c) Further Actions. Solely to the extent required in order to cause the assignment and assumption of Individual Agreements as contemplated by this Section 2.9 to be effective, Resideo and ADI SpinCo shall, or shall cause a member of the Resideo Group or the ADI Group, as applicable, to take all actions reasonably necessary to effectuate such assignment and assumption.

Section 2.10 Payroll Services. Except as may otherwise be provided in accordance with the Transition Services Agreement, prior to, on and after the Distribution Date, the members of the ADI Group shall be solely responsible for providing payroll services to the ADI SpinCo Employees and Former ADI SpinCo Service Providers.

Section 2.11 No Change in Control. The Parties hereto agree that none of the transactions contemplated by the Separation Agreement constitute a “change in control,” “change of control” or similar term, as applicable, within the meaning of any Resideo Benefit Plan or ADI SpinCo Benefit Plan; provided, that, the transactions contemplated by the Separation Agreement shall constitute a “Divestiture” as such term is defined in the Resideo Technologies, Inc. Severance Plan for Designated Officers and any comparable ADI SpinCo severance plan. Accordingly, except as otherwise provided in this Agreement (including, without limitation, the proviso in the preceding sentence), no provision of this Agreement shall be construed to create any right, or accelerate vesting or entitlement, to any compensation or benefit whatsoever on the part of any ADI SpinCo Employee or Resideo Employee or other former, current or future employee of the Resideo Group or ADI Group under any Benefit Plan of the Resideo Group or ADI Group.

ARTICLE III

CERTAIN BENEFIT PLAN PROVISIONS

Section 3.1 Health and Welfare Benefit Plans.

(a) Effective as of the Distribution Date or such later date as agreed to between Resideo and ADI SpinCo in accordance with the Transition Services Agreement (such applicable date, the “ADI SpinCo Welfare Plan Effective Date”), (i) ADI SpinCo shall or shall cause a member of the ADI Group to have in effect ADI SpinCo Welfare Plans providing health and welfare benefits for the benefit of each ADI SpinCo Employee (and their dependents and beneficiaries) with terms that are substantially similar to those provided to the applicable ADI SpinCo Employee (and their dependents and beneficiaries) immediately prior to the ADI SpinCo Welfare Plan Effective Date; and (ii) each ADI SpinCo Employee (and their dependents and beneficiaries) shall cease active participation in the corresponding Resideo Welfare Plan. For purposes of this Section 3.1, the term “ADI SpinCo Employees” shall be deemed to include any Former ADI SpinCo Service Provider who was receiving welfare benefits in connection with the termination of his or her employment from a member of the Resideo Group or the ADI Group as of the applicable ADI SpinCo Welfare Plan Effective Date. Notwithstanding the foregoing, to the extent that Resideo determines that the aforementioned provision of welfare benefits by the ADI Group to a Former ADI SpinCo Service Provider is not feasible, such Former ADI SpinCo Service Provider may continue active participation in the corresponding Resideo Welfare Plan after the ADI SpinCo Welfare Plan Effective Date, and ADI SpinCo shall reimburse Resideo for any Liabilities associated with such Former ADI SpinCo Service Provider after the ADI SpinCo Welfare Plan Effective Date.

(b) (i) Resideo shall retain all Liabilities in accordance with the applicable Resideo Welfare Plan for all reimbursement claims (such as medical and dental claims) and for all non-reimbursement claims (such as life insurance claims), in each case, incurred by ADI SpinCo Employees and Former ADI SpinCo Service Providers (and each of their respective dependents and beneficiaries) under such Benefit Plans prior to the applicable ADI SpinCo Welfare Plan Effective Date, and (ii) the members of the ADI Group shall retain all Liabilities in accordance with the ADI SpinCo Welfare Plans for all reimbursement claims (such as medical and dental claims) and for all non-reimbursement claims (such as life insurance claims), in each case, incurred by ADI SpinCo Employees and Former ADI SpinCo Service Providers (and each of their respective dependents and beneficiaries) on or after the applicable ADI SpinCo Welfare Plan Effective Date; provided, that ADI SpinCo shall reimburse Resideo in accordance with the Transition Services Agreement for Liabilities incurred under clause (i) between the Distribution Date and the applicable ADI SpinCo Welfare Plan Effective Date. For purposes of this Section 3.1(b), a benefit claim shall be deemed to be incurred as follows: (i) health, dental, vision, employee assistance program and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies; and (ii) life, accidental death and dismemberment and business travel accident insurance benefits, upon the death, cessation of employment or other event giving rise to such benefits.

(c) Effective as of no later than the applicable ADI SpinCo Welfare Plan Effective Date, ADI SpinCo shall, or shall cause the members of the ADI Group to, establish a cafeteria plan that shall provide premium payment and health and dependent care flexible spending account (“FSA”) benefits to ADI SpinCo Employees on and after the ADI SpinCo Welfare Plan Effective Date (collectively, the “ADI SpinCo Cafeteria Plan”). The Parties shall use commercially reasonable efforts to ensure that (i) the elections made by each ADI SpinCo Employee with respect to Resideo Welfare Plans (including FSAs) under a Resideo cafeteria plan will, in the absence of an affirmative special mid-year election (which, for clarity, the Distribution shall not constitute an event permitting a mid-year election change under the ADI SpinCo Cafeteria Plan), transfer to the ADI SpinCo Cafeteria Plan with respect to corresponding ADI SpinCo Welfare Plans (including FSAs), and (ii) any FSA balances of ADI SpinCo Employees (whether positive or negative) (the “Transferred Account Balances”) under a Resideo cafeteria plan are transferred as soon as practicable after the applicable ADI SpinCo Welfare Plan Effective Date, from the Resideo FSAs to the ADI SpinCo FSAs. The FSA components of the ADI SpinCo Cafeteria Plan shall assume responsibility as of the applicable ADI SpinCo Welfare Plan Effective Date for all outstanding health or dependent care claims under the corresponding Resideo FSAs of each ADI SpinCo Employee as of the first day of the year in which the applicable ADI SpinCo Welfare Plan Effective Date occurs and ADI SpinCo shall assume and agree to perform, discharge, fulfill and satisfy the obligations of the corresponding Resideo FSAs from and after the ADI SpinCo Welfare Plan Effective Date (including, without limitation, the obligation to provide reimbursement for eligible claims incurred prior to the ADI SpinCo Welfare Plan Effective Date). Subject to Section 2.3(c), as soon as practicable after the applicable ADI SpinCo Welfare Plan Effective Date, and in any event within thirty (30) days after the amount of the Transferred Account Balances is determined or such later date as mutually agreed upon by the Parties, Resideo shall pay ADI SpinCo the net aggregate amount of the Transferred Account Balances, if such amount is positive, and ADI SpinCo shall pay Resideo the net aggregate amount of the Transferred Account Balances, if such amount is negative. Without limiting the generality of Section 6.7, Resideo and ADI SpinCo shall use commercially reasonable efforts to cooperate in administering any Resideo FSAs and health savings accounts in connection with the Distribution in accordance with the terms of the applicable Resideo Benefit Plan, including by exchanging any necessary participant records and engaging recordkeepers, administrators, providers, insurers and other third parties.

Section 3.2 401(k) Plans.

(a) (i) Effective as of the Distribution Date, ADI SpinCo shall cause a member of the ADI Group to have in effect one or more defined contribution savings plans and related trusts that satisfy the requirements of Sections 401(a) and 401(k) of the Code in which each ADI SpinCo Employee who participated in the Resideo 401(k) Plan immediately prior thereto shall be eligible to participate (the “ADI SpinCo 401(k) Plan”), with terms that are substantially similar to those provided by the Resideo 401(k) Plan immediately prior to the Distribution Date, (ii) the participation of each ADI SpinCo Employee who is a participant in the Resideo 401(k) Plan shall automatically cease effective immediately prior to the Distribution Date (or if later, as of the individual’s Delayed Transfer Date), (iii) as soon as practicable after the ADI SpinCo 401(k) Plan becomes effective, Resideo shall cause the accounts (including any outstanding participant loan balances) in the Resideo 401(k) Plan attributable to ADI SpinCo Employees and all plan assets of the Resideo 401(k) Plan related thereto to be transferred in cash, or in-kind (as determined by the Resideo Investment Committee) to the ADI SpinCo 401(k) Plan, and subject to such transfer, the ADI SpinCo 401(k) Plan shall assume and be solely responsible for and shall perform, discharge, fulfill and satisfy all Liabilities for or relating to ADI SpinCo Employees under the Resideo 401(k) Plan and (iv) effective as of the Distribution Date, the ADI Group shall be responsible for all ongoing rights of or relating to ADI SpinCo Employees for future participation in the ADI SpinCo 401(k) Plan.

(b) Without limitation or duplication of Section 3.2(a)(i), each ADI SpinCo Employee who participates in the ADI SpinCo 401(k) Plan will be eligible to receive a matching contribution for the 2026 plan year under the ADI SpinCo 401(k) Plan, subject to terms and conditions that are similar to those applicable to matching contributions under the Resideo 401(k) Plan (including vesting schedule and condition to remain employed through the last payday of the 2026 plan year). Subject to applicable Law, the ADI SpinCo 401(k) Plan shall provide that the amount of each eligible ADI SpinCo Employee’s matching contribution under the ADI SpinCo 401(k) Plan for the 2026 plan year shall be at least equal to the same matching contribution to which such ADI SpinCo Employee would be entitled under the Resideo 401(k) Plan had such ADI SpinCo Employee remained employed with the Resideo Group through the last payday in 2026 (without regard to any requirement to remain employed with the Resideo Group through such date), taking into account for each such ADI SpinCo Employee both (x) eligible compensation paid and contributions made to the Resideo 401(k) Plan between January 1, 2026 and the Distribution Date, and (y) eligible compensation paid and contributions made to the ADI SpinCo 401(k) Plan between the Distribution Date and December 31, 2026. Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, the full cost attributable to the matching contributions under the ADI SpinCo 401(k) Plan described in this Section 3.2(b) shall be for the account of ADI SpinCo, and Resideo shall have no obligation to pay or reimburse ADI SpinCo for any portion of such cost.

(c) Other than with respect to ADI SpinCo Employees as provided in Section 3.2(a), Resideo shall retain all accounts and all Assets and Liabilities relating to the Resideo 401(k) Plan, including in respect of each Former ADI SpinCo Service Provider.

Section 3.3 U.S. Defined Benefit Pension Plans. Resideo shall retain sponsorship of the Resideo Pension Plan and all Assets and Liabilities arising out of or relating to the Resideo Pension Plan.

Section 3.4 Deferred Compensation Arrangements.

(a) Resideo shall retain all Liabilities under the Resideo Deferred Compensation Plans in respect of all benefits accrued thereunder for all participants and their respective beneficiaries, and shall retain all of the Assets related thereto (including any Assets relating to corporate-owned life insurance policies). Effective as of the Distribution Date, each ADI SpinCo Employee who is a participant in any of the Resideo Deferred Compensation Plans shall cease to have any additional compensation contributed or deferred thereunder. From and after the Distribution Date, ADI SpinCo shall or shall cause a member of the ADI Group to provide notice to Resideo within five (5) days following the date on which any ADI SpinCo Employee with an accrued benefit under any of the Resideo Deferred Compensation Plans incurs a “separation from service” (as such term is defined in Section 409A of the Code) from the ADI Group. Resideo shall have the sole responsibility for the administration of the Resideo Deferred Compensation Plans and the payment of benefits thereunder to Resideo Employees, ADI SpinCo Employees, Former ADI SpinCo Service Providers or Other Service Providers, and no member of the ADI Group shall have any Liability or responsibility therefor (other than with respect to the obligation to provide notice in accordance with the preceding sentence).

(b) Resideo shall retain all Liabilities in respect of the Resideo Employee DSU Awards. Each Resideo Employee DSU Award that is outstanding immediately prior to the Effective Time shall be adjusted in accordance with the resolutions adopted by the Resideo CHCMC in connection with the Distribution and shall continue to be denominated in shares of Resideo Common Stock and be subject to the same terms and conditions (including settlement terms) after the Effective Time as were applicable to such Resideo Employee DSU Award prior to the Effective Time. From and after the Distribution Date, ADI SpinCo shall or shall cause a member of the ADI Group to provide notice to Resideo within five (5) days following the date on which any ADI SpinCo Employee who holds a Resideo Employee DSU Award incurs a “separation from service” (as such term is defined in Section 409A of the Code) from the ADI Group. From and after the Effective Time, Resideo shall have the sole responsibility for the administration of the Resideo Employee DSU Awards and the payment of benefits thereunder with respect to, and no member of the ADI Group shall have any Liability or responsibility therefor (other than with respect to the obligation to provide notice in accordance with the preceding sentence).

(c) Except as otherwise provided in Section 4.5, Resideo shall retain all Liabilities under the Resideo Director Deferred Compensation Plan in respect of all benefits accrued thereunder for all participants and their respective beneficiaries, and shall retain all of the Assets related thereto (including any Assets relating to corporate-owned life insurance policies). Effective as of the Distribution Date, ADI SpinCo shall or shall cause a member of the ADI Group to have in effect a nonqualified deferred compensation plan for the benefit of each ADI SpinCo Non-Employee Director with terms that are substantially similar to those provided in the Resideo Director Deferred Compensation Plan. Each Resideo Director DSU Award subject to the Resideo Director Deferred Compensation Plan that is outstanding immediately prior to the Effective Time shall be converted, as of the Effective Time, into a Resideo Director DSU Award and ADI SpinCo Director DSU Award in accordance with and otherwise subject to the terms and conditions set forth in Section 4.5.

(d) For the avoidance of doubt, the transactions contemplated by the Separation Agreement shall not in and of itself result in a separation of service triggering the payment of benefits under any of the Resideo Deferred Compensation Plans, the Resideo Director Deferred Compensation Plan (including the settlement of Resideo Director DSU Awards (or ADI SpinCo Director DSU Awards converted therefrom)) or the Resideo Employee DSU Awards.

Section 3.5 Non-U.S. Plans. Notwithstanding any provision of this Agreement to the contrary, other than as set forth in this Section 3.5, the treatment of each Resideo Benefit Plan and ADI SpinCo Benefit Plan that is maintained primarily in respect of individuals who are located outside of the United States (together, the “Non-U.S. Plans”) shall be subject to the terms and conditions set forth in the applicable Conveyancing and Assumption Instrument; provided that if the treatment of any such Non-U.S. Plan is not specifically covered by such Conveyancing and Assumption Instrument, then unless otherwise agreed upon by the Parties, (a) ADI SpinCo shall assume and fully perform, pay, discharge, and satisfy all obligations of the Non-U.S. Plans relating to ADI SpinCo Employees, ADI SpinCo Independent Contractors and Former ADI SpinCo Service Providers, whenever incurred, (b) Resideo shall assume and fully perform, pay, discharge, and satisfy all obligations of the Non-U.S. Plans relating to Resideo Employees and Other Service Providers, whenever incurred, and (c) Resideo shall determine in its sole discretion the extent to which any Assets held in respect of such Non-U.S. Plans shall be transferred to ADI SpinCo.

Section 3.6 Chargeback of Certain Costs. Nothing contained in this Agreement shall limit Resideo’s ability to charge back any Liabilities that it incurs in respect of any Resideo Benefit Plan to any of its operating companies in the ordinary course of business consistent with its past practices.

ARTICLE IV

EQUITY INCENTIVE AWARDS

Section 4.1 Treatment of Resideo Stock Options. Each Resideo Option that is outstanding immediately prior to the Effective Time, whether held by a current or former Resideo Employee or Other Service Provider or a current ADI SpinCo Employee or Former ADI SpinCo Service Provider or Other Service Provider, shall generally remain subject to the same terms and conditions applicable to such Resideo Option (including the term, exercisability and vesting schedule, if any), immediately prior to the Effective Time; provided, however, that from and after the Effective Time:

(a) the number of shares of Resideo Common Stock subject to such Resideo Option shall be equal to the quotient, rounded down to the nearest whole share, of (i) the number of shares of Resideo Common Stock subject to such Resideo Option immediately prior to the Effective Time divided by (ii) the Resideo Adjustment Ratio; and

(b) the per share exercise price of such Resideo Option shall be equal to the product, rounded up to the nearest cent, of (i) the per share exercise price of such Resideo Option immediately prior to the Effective Time, times (ii) the Resideo Adjustment Ratio.

(c) Notwithstanding anything to the contrary in this Section 4.1, the exercise price, the number of shares of Resideo Common Stock subject to each Resideo Option following the Effective Time, and the terms and conditions of exercise of each such Resideo Option shall be determined in a manner that is not inconsistent with the requirements of Section 409A of the Code and in all events subject to Section 4.7(a). In addition, the Distribution shall not in and of itself result in a separation of service of any ADI SpinCo Employee, triggering the commencement of the post-termination exercise period of a Resideo Option, which will instead commence upon a termination of employment from the ADI Group.

Section 4.2 Treatment of Unvested Resideo Time-Based Restricted Stock Units. Each Resideo Time-Based Restricted Stock Unit that is outstanding and unvested immediately prior to the Effective Time and that is held by an ADI SpinCo Employee or an ADI SpinCo Transferred Non-Employee Director shall be converted into an award of unvested restricted stock units of ADI SpinCo and shall, except as otherwise provided in this Section 4.2, be subject to the same terms and conditions (including vesting schedule) after the Effective Time as were applicable to such Resideo Time-Based Restricted Stock Unit prior to the Effective Time (each, an “ADI SpinCo Time-Based Restricted Stock Unit”). After the Effective Time, the number of shares of ADI SpinCo Common Stock underlying each ADI SpinCo Time-Based Restricted Stock Unit shall be equal to (i) the number of shares of Resideo Common Stock that were issuable upon the vesting of such Resideo Time-Based Restricted Stock Units immediately prior to the Effective Time divided by (ii) the ADI SpinCo Conversion Ratio, with each discrete grant rounded up to the nearest whole share, subject to Section 4.7(a). Notwithstanding anything to the contrary contained herein, following the Effective Time, the ADI SpinCo Time-Based Restricted Stock Unit will remain subject to the same vesting conditions as in effect prior to the Distribution, except that the relevant service for the purposes of fulfilling such vesting conditions will be service to the ADI Group immediately following the Distribution.

Section 4.3 Treatment of Resideo Director Unvested Deferred RSU Awards. Each Resideo Director Unvested Deferred RSU Award that is outstanding immediately prior to the Effective Time and that is held by an ADI SpinCo Transferred Non-Employee Director shall be converted into an award of deferred unvested restricted stock units of ADI SpinCo and shall, except as otherwise provided in this Section 4.3, be subject to the same terms and conditions (including vesting schedule, deferral schedule and permissible payment events) after the Effective Time as were applicable to such Resideo Director Unvested Deferred RSU Award prior to the Effective Time (each, an “ADI SpinCo Unvested Deferred RSU Award”). After the Effective Time, the number of shares of ADI SpinCo Common Stock underlying each ADI SpinCo Unvested Deferred RSU Award shall be equal to (i) the number of shares of Resideo Common Stock that were issuable upon the vesting of such Resideo Director Unvested Deferred RSU Award immediately prior to the Effective Time divided by (ii) the ADI SpinCo Conversion Ratio, with each discrete grant rounded up to the nearest whole share, subject to Section 4.7(a). Notwithstanding anything to the contrary contained herein, following the Effective Time, the ADI SpinCo Unvested Deferred RSU Awards will remain subject to the same vesting conditions and payment timing rules as in effect prior to the Distribution, except that (x) the relevant service for the purposes of fulfilling such vesting conditions will be service to the ADI Group immediately following the Distribution, and (y) the relevant service recipient for the purposes of determining whether an ADI SpinCo Transferred Non-Employee Director with an ADI SpinCo Unvested Deferred RSU Award incurs a “separation from service” (as such term is defined in Section 409A of the Code) shall be the ADI Group.

Section 4.4 Treatment of Unvested Resideo Performance Stock Units.

(a) Each Resideo Performance Stock Unit that is outstanding and unvested immediately prior to the Effective Time and that is held by an ADI SpinCo Employee shall automatically be converted into an award of unvested time-based and/or performance-based restricted stock units of ADI SpinCo (each, an “ADI SpinCo Post-Spin Award”) after the Effective Time in accordance with the terms and conditions set forth in this Section 4.4. For purposes of this Section 4.4, any Resideo Performance Stock Units that are outstanding and unvested immediately prior to the Effective Time and held by an ADI SpinCo Employee (i) that were granted in 2024 are hereinafter referred to as the “2024 PSUs”; (ii) that were granted in 2025 are hereinafter referred to as the “2025 PSUs”; and (iii) that were granted in 2026 are hereinafter referred to as the “2026 PSUs.”

(b) With respect to each 2024 PSU, the number of Resideo Performance Stock Units deemed earned in accordance with this Section 4.4(b) shall be determined based on actual performance against the applicable performance goals measured as of June 30, 2026, as determined by the Resideo CHCMC (the “Earned 2024 PSUs”). Each Earned 2024 PSU will be converted into an ADI SpinCo Post-Spin Award that will no longer be subject to any performance-based vesting conditions but will remain subject to the same time-vesting conditions as in effect prior to the Distribution, except that the relevant service for the purposes of fulfilling such vesting conditions (if any) will be service to the ADI Group immediately following the Distribution. Following the Effective Time, the number of shares of ADI SpinCo Common Stock underlying each ADI SpinCo Post-Spin Award converted in accordance with this Section 4.4(b) shall be equal to (i) the number of Earned 2024 PSUs divided by (ii) the ADI SpinCo Conversion Ratio, with each discrete grant rounded up to the nearest whole share, subject to Section 4.7(a).

(c) With respect to each 2025 PSU, the number of shares of ADI SpinCo Common Stock underlying each ADI SpinCo Post-Spin Award shall be determined based on a split performance period, with performance measured separately for the period prior to the date specified in this Section 4.4(c) and the period thereafter, as follows:

i. For the portion of the 2025 PSUs subject to a return on invested capital (“ROIC”) performance metric (the “2025 ROIC PSUs”), (x) fifty percent (50%) of the target number of units subject to the 2025 ROIC PSUs shall be measured based on actual performance against the applicable ROIC performance goals for the period from the beginning of the applicable performance period through December 31, 2025, as determined by the Resideo CHCMC (with the number of Resideo Performance Stock Units deemed earned under this Section 4.4(c)(i)(x), determined based on such actual performance (the “Earned 2025 ROIC PSUs”)), and thereafter subject to the time-based vesting conditions set forth in Section 4.4(c)(iii), and (y) the remaining fifty percent (50%) of the target number of units subject to the 2025 ROIC PSUs shall remain unearned and instead subject to performance-based vesting based on relative total shareholder return (“rTSR”) performance of ADI SpinCo Common Stock for a performance period and pursuant to performance goals established by the Resideo CHCMC. Following the Effective Time, the number of shares of ADI SpinCo Common Stock underlying each such ADI SpinCo Post-Spin Award converted from a 2025 ROIC PSU in accordance with this Section 4.4(c)(i) shall be equal to (i) the sum of (A) the number of the Earned 2025 ROIC PSUs and (B) fifty percent (50%) of the target number of units subject to the 2025 ROIC PSUs, divided by (ii) the ADI SpinCo Conversion Ratio, with each discrete grant rounded up to the nearest whole share, subject to Section 4.7(a).

ii. For the portion of the 2025 PSUs subject to an rTSR performance metric (the “2025 rTSR PSUs”), (x) fifty percent (50%) of the target number of units subject to the 2025 rTSR PSUs shall be measured based on actual performance against the applicable rTSR performance goals for the period from the beginning of the applicable performance period through June 30, 2026, as determined by the Resideo CHCMC (with the number of Resideo Performance Stock Units deemed earned under this Section 4.4(c)(ii)(x) determined based on such actual performance (the “Earned 2025 rTSR PSUs”), and thereafter subject to the time-based vesting conditions set forth in Section 4.4(c)(iii), and (y) the remaining fifty percent (50%) of the target number of units subject to the 2025 rTSR PSUs shall remain unearned and subject to vesting based on rTSR performance of ADI SpinCo Common Stock for a performance period and pursuant to performance goals established by the Resideo CHCMC. Following the Effective Time, the number of shares of ADI SpinCo Common Stock underlying each such ADI SpinCo Post-Spin Award converted from a 2025 rTSR PSU in accordance with this Section 4.4(c)(ii) shall be equal to (i) the sum of (A) the number of the Earned 2025 rTSR PSUs and (B) fifty percent (50%) of the target number of units subject to the 2025 ROIC PSUs divided by (ii) the ADI SpinCo Conversion Ratio, with each discrete grant rounded up to the nearest whole share, subject to Section 4.7(a).

iii. Following the Effective Time, each ADI SpinCo Post-Spin Award contemplated under this Section 4.4 (c) will, in addition to any performance vesting condition noted above, as applicable, remain subject to the same time-vesting conditions as in effect prior to the Distribution, except that the relevant service for the purposes of fulfilling such vesting conditions (if any) will be service to the ADI Group immediately following the Distribution.

(d) With respect to each 2026 PSU, the number of shares of ADI SpinCo Common Stock underlying each ADI SpinCo Post-Spin Award shall be equal to (i) one hundred percent (100%) of the target number of units subject to such 2026 PSU, which will be subject to time- and performance-based vesting criteria as determined by the Resideo CHCMC, divided by (ii) the ADI SpinCo Conversion Ratio, with each discrete grant rounded up to the nearest whole share, subject to Section 4.7(a). Each ADI SpinCo Post-Spin Award contemplated under this Section 4.4 (d) will be subject to the same time-vesting conditions as in effect prior to the Distribution, except that the relevant service for the purposes of fulfilling the time-based vesting conditions will be service to the ADI Group immediately following the Distribution.

Section 4.5 Treatment of Resideo Director DSU Awards.

(a) Each Resideo Director DSU Award held by a member of the Resideo Board as of immediately prior to the Effective Time that is outstanding as of immediately prior to the Effective Time shall be converted into both a Resideo Director DSU Award and an ADI SpinCo Director DSU Award, in each case subject to the same terms and conditions applicable to such Resideo Director DSU Award immediately prior to the Effective Time; provided, however, that from and after the Effective Time:

i. the number of shares of Resideo Common Stock subject to the post-conversion Resideo Director DSU Award shall be equal to the same number of shares of Resideo Common Stock subject to such Resideo Director DSU Award immediately prior to the Effective Time; and

ii. the number of shares of ADI SpinCo Common Stock subject to the post-conversion ADI SpinCo Director DSU Award shall be equal to the product, rounded up to the nearest whole share, of (A) the number of shares of Resideo Common Stock subject to such Resideo Director DSU Award immediately prior to the Effective Time multiplied by (B) the Distribution Ratio.

(b) Following the Effective Time, the timing of settlement of the Resideo Director DSU Award shall be determined as follows:

i. Each Resideo Director DSU Award and ADI SpinCo Director DSU Award held by a current or former Resideo Non-Employee Director who does not serve on either the Resideo Board or the ADI SpinCo Board immediately following the Effective Time shall be settled upon or following the holder’s separation from service with the Resideo Board, at such dates and times as were applicable immediately before the Effective Time.

ii. Each Resideo Director DSU Award and ADI SpinCo Director DSU Award held by a Resideo Non-Employee Director who continues to serve on the Resideo Board immediately following the Effective Time (regardless of whether such individual also serves on the ADI SpinCo Board) shall be settled upon or following the holder’s separation from service with the Resideo Board, at such dates and times as were applicable immediately before the Effective Time.

iii. Each Resideo Director DSU Award and ADI SpinCo Director DSU Award held by an ADI SpinCo Transferred Non-Employee Director who does not serve on the Resideo Board immediately following the Effective Time shall be settled upon or following the holder’s separation from service from the ADI SpinCo Board, at such dates and times as were applicable immediately before the Effective Time.

(c) Resideo Director DSU Awards, as adjusted pursuant to this Section 4.5 and regardless of by whom held, shall be settled by Resideo pursuant to the terms of the applicable Resideo Equity Plan, and ADI SpinCo Director DSU Awards, regardless of by whom held, shall be settled by ADI SpinCo pursuant to the terms of the ADI SpinCo 2026 Stock Plan. From and after the Distribution Date, ADI SpinCo shall or shall cause a member of the ADI Group to provide notice to Resideo within five (5) days following the date on which any ADI SpinCo Transferred Non-Employee Director with a Resideo Director DSU Award incurs a “separation from service” (as such term is defined in Section 409A of the Code) from the ADI Group.

(d) For the avoidance of doubt, the Distribution shall not in and of itself result in a separation of service triggering the settlement of any Resideo Director DSU Award.

Section 4.6 ADI SpinCo Stock Plan. Prior to the Effective Time, (a) ADI SpinCo shall have established the ADI SpinCo 2026 Stock Plan for the benefit of eligible ADI SpinCo Employees, ADI SpinCo Non-Employee Directors and other service providers of ADI SpinCo, as well as Resideo Non-Employee Directors solely in respect of the conversion of the ADI SpinCo Director DSU Awards in accordance with and otherwise subject to the terms and conditions set forth in Section 4.5, which shall permit the grant and issuance of equity incentive awards denominated in ADI SpinCo Common Stock as described in this Article IV, and (b) Resideo, as the sole stockholder of ADI SpinCo, shall approve the ADI SpinCo 2026 Stock Plan. After the Effective Time, ADI SpinCo may make such changes, modifications or amendments to the ADI SpinCo 2026 Stock Plan, as may be required by applicable Law or as are necessary and appropriate to reflect the Distribution or to permit the implementation of the provisions of this Article IV.

Section 4.7 General Terms.

(a) All of the adjustments described in this Article IV shall be effected in accordance with Sections 424 and 409A of the Code, in each case to the extent applicable. Each equity incentive award held by an ADI SpinCo Employee that is outstanding as of immediately prior to the Effective Time and granted pursuant to the Resideo 2018 Stock Plan shall be treated as described in this Article IV; provided, however, that, prior to the Effective Time, the Resideo CHCMC may provide (i) for different treatment with respect to some or all of the awards held by ADI SpinCo Employees located outside of the United States to the extent that the Resideo CHCMC deems such treatment necessary or appropriate, including to avoid adverse Tax consequences to such ADI SpinCo Employees, and (ii) for the adjustment of any performance conditions. Any such adjustments made by the Resideo CHCMC pursuant to the foregoing sentence shall be deemed incorporated by reference herein as if fully set forth below and shall be binding on the Parties and their respective Affiliates.

(b) Resideo Equity Awards, other than those awards that are canceled or converted pursuant to this Article IV, shall remain subject to all terms and conditions of the applicable Resideo Equity Plans, including the adjustment provisions thereof, and shall be adjusted in accordance with the resolutions adopted by the Resideo CHCMC in connection with the Distribution.

(c) The Parties shall use their reasonable best efforts to maintain effective registration statements with the Securities and Exchange Commission with respect to the awards described in this Article IV, to the extent that any such registration statement is required by applicable Law.

(d) The Parties hereby acknowledge that the provisions of this Article IV are intended to achieve certain Tax, legal and accounting objectives, and, in the event that such objectives are not achieved, the Parties agree to negotiate in good faith regarding such other actions that may be necessary or appropriate to achieve such objectives.

(e) The provisions of this Article IV shall not apply unless the Distribution takes place.

ARTICLE V

ADDITIONAL MATTERS

Section 5.1 Cash Incentive Programs. Each Resideo cash incentive program applicable to ADI SpinCo Employees whose performance period is currently open will conclude as of July 3, 2026, and fifty percent (50%) of the 2026 target cash incentive will be measured based on actual performance as of such date and become payable by ADI SpinCo as set forth herein (the “Accrued Incentive Amount”). In addition, following the Effective Date, each applicable ADI SpinCo Employee who participated in a Resideo cash incentive program as of immediately prior to the Effective Date shall be eligible to receive a cash incentive bonus payment in respect of the remaining fifty percent (50%) of the 2026 target cash incentive in accordance with the terms and conditions, including performance metrics, established by the Compensation Committee of the ADI SpinCo Board for the period between the Effective Date and December 31, 2026 (the “Post-Distribution Incentives”). Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, (a) ADI SpinCo shall assume and perform, discharge, fulfill and satisfy all Liabilities and obligations in respect of the Accrued Incentive Amount and Post-Distribution Incentives in respect of ADI SpinCo Employees, which shall be paid in accordance with the terms (i) of the applicable Resideo cash incentive program in respect of the Accrued Incentive Amount, and (ii) established by the Compensation Committee of the ADI SpinCo Board in respect of the Post-Distribution Incentives; and (b) Resideo shall not transfer assets in respect of the Accrued Incentive Amount. In no event shall the aggregate incentive amounts paid to the applicable ADI SpinCo Employees in respect of the 2026 performance period be less than the Accrued Incentive Amount.

Section 5.2 Time-Off Benefits. Unless otherwise required in a Collective Bargaining Agreement, the Transfer Regulations or applicable Law, ADI SpinCo shall (a) credit each ADI SpinCo Employee with the amount of accrued but unused vacation time, paid time off and other time-off benefits as such ADI SpinCo Employee had with the Resideo Group as of immediately before the date on which the employment of the ADI SpinCo Employee transfers to ADI SpinCo, and (b) permit each such ADI SpinCo Employee to use such accrued but unused vacation time, paid time off and other time-off benefits in the same manner and upon the same terms and conditions as the ADI SpinCo Employee would have been so permitted under the terms and conditions of the applicable Resideo policies in effect for the year in which such transfer of employment occurs, up to and including full exhaustion of such transferred unused vacation time, paid time off and other time-off benefits (if such full exhaustion would be permitted under the applicable Resideo policies in effect for that year in which the transfer of employment occurs).

Section 5.3 Workers’ Compensation Liabilities. Effective no later than the Effective Time, ADI SpinCo shall assume all Liabilities for ADI SpinCo Employees, ADI SpinCo Independent Contractors and Former ADI SpinCo Service Providers related to any and all workers’ compensation injuries, incidents, conditions, claims or coverage, whenever incurred (including claims incurred prior to the Effective Time, but not reported until after the Effective Time), and ADI SpinCo shall be fully responsible for the administration, management and payment of all such claims and the performance, discharge, fulfillment and satisfaction of all such Liabilities, taking into account Section 8.1 of the Separation Agreement regarding insurance matters. Notwithstanding the foregoing, if ADI SpinCo is unable to assume any such Liability or the administration, management or payment of any such claim solely because of the operation of applicable Law, Resideo shall retain such Liabilities and ADI SpinCo shall reimburse and otherwise fully indemnify Resideo (for the avoidance of doubt, in accordance with Section 2.3(c)) for all such Liabilities, including the costs of administering the plans, programs or arrangements under which any such Liabilities have accrued or otherwise arisen (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 Agreement).

Section 5.4 COBRA Compliance in the United States. Effective as of the Distribution Date, ADI SpinCo shall assume and be responsible for administering compliance with the healthcare continuation requirements of COBRA, in accordance with the provisions of the ADI SpinCo Welfare Plans, with respect to ADI SpinCo Employees or Former ADI SpinCo Service Providers who incurred a COBRA-qualifying event under an ADI SpinCo Welfare Plan at any time on or after the Distribution Date and/or any COBRA qualifying event in connection with the transactions described in the Separation Agreement. ADI SpinCo shall also be responsible for administering compliance with the health care continuation requirements of COBRA, and the corresponding provisions of the ADI SpinCo Welfare Plans with respect to ADI SpinCo Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the ADI SpinCo Welfare Plans at any time on or after the Distribution Date. ADI SpinCo shall also assume and be responsible for administering compliance with the health care continuation requirements of COBRA with respect to any former employees of Resideo or any of its subsidiaries who incurred a COBRA qualifying event under a Resideo Welfare Plan prior to the Distribution Date and who, at the time of their termination of employment, were employed by Resideo LLC, with such responsibility including administering any remaining COBRA continuation coverage obligations applicable to such individuals; provided, however, that the foregoing shall not apply, and ADI SpinCo shall not assume or be responsible for any such obligations, with respect to any employee whose termination of employment with Resideo LLC occurred prior to January 1, 2026 and who is not a Former ADI SpinCo Service Provider.

Section 5.5 Retention Bonuses. If requested in writing by Resideo, ADI SpinCo shall take all necessary actions (including withholding, paying and remitting Taxes, including payroll Taxes) to facilitate the payment of any retention bonuses on behalf of a member of the Resideo Group to any ADI SpinCo Employees that relate to the transactions contemplated by the Separation Agreement that become payable after the Distribution Date.

Section 5.6 Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the Parties shall negotiate in good faith regarding the need for any treatment different from that otherwise provided herein with respect to the payment of compensation to ensure that the treatment of such compensation does not cause the imposition of a Tax under Section 409A of the Code. In no event, however, shall any Party be liable to another in respect of any Taxes imposed under, or any other costs or Liabilities relating to, Section 409A of the Code.

Section 5.7 Payroll Taxes and Reporting; CARES Act and ARP Act.

(a) The Parties shall, to the extent practicable, (i) treat ADI SpinCo or a member of the ADI Group as a “successor employer” and Resideo (or the appropriate member of the Resideo Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to ADI SpinCo Employees for purposes of Taxes imposed under the United States Federal Unemployment Tax Act or the United States Federal Insurance Contributions Act, and (ii) cooperate with each other to avoid, to the extent possible, the filing of more than one IRS Form W-2 with respect to each ADI SpinCo Employee for the calendar year in which the Effective Time occurs.

(b) Effective as of the Effective Time (or, if later, the applicable Delayed Transfer Date), ADI SpinCo shall, or shall cause one or more members of the ADI Group to, assume and perform, discharge, fulfill and satisfy all Liabilities in respect of the payment of any employment taxes that have been delayed pursuant to Section 2302 of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and Section 9651 of the American Rescue Plan Act of 2021 (“ARP Act”) with respect to any ADI SpinCo Employee or Former ADI SpinCo Service Provider, and, if applicable, shall timely reimburse Resideo in accordance with Section 2.3(c) for any such amounts that are required to be paid by Resideo in accordance with applicable Law. Resideo shall retain the benefit of any Tax credit allowed pursuant to Section 2301 of the CARES Act and Section 9651 of the ARP Act with respect to any “qualified wages” (as defined in the CARES Act and the ARP Act, respectively) paid to any ADI SpinCo Employee or Former ADI SpinCo Service Provider after March 12, 2020 and prior to the Effective Time (or, if later, the applicable Delayed Transfer Date).

Section 5.8 Regulatory Filings. Subject to applicable Law and the Tax Matters Agreement, Resideo shall retain responsibility for all employee-related regulatory filings for reporting periods ending at or prior to the Effective Time, except for Equal Employment Opportunity Commission EEO-1 reports and affirmative action program (AAP) reports and responses to Office of Federal Contract Compliance Programs (OFCCP) submissions, for which Resideo shall provide data and information (to the extent permitted by applicable Laws) to ADI SpinCo, which shall be responsible for making such filings in respect of ADI SpinCo Employees.

Section 5.9 Disability.

(a) To the extent that any ADI SpinCo Employee is, as of the Distribution Date, receiving payments as part of any short-term disability program that is part of a Resideo Welfare Plan, such ADI SpinCo Employee’s rights to continued short-term disability benefits (i) will end under any Resideo Welfare Plan as of the Distribution Date; and (ii) all remaining rights will be recognized under an ADI SpinCo Welfare Plan as of the Distribution Date, and the remainder (if any) of such ADI SpinCo Employee’s short-term disability benefits will be paid by an ADI SpinCo Welfare Plan. In the event that any ADI SpinCo Employee described above shall have any dispute with the short-term disability benefits they are receiving under an ADI SpinCo Welfare Plan, any and all appeal rights of such employees shall be realized through the ADI SpinCo Welfare Plan (and any appeal rights such ADI SpinCo Employee may have under any Resideo Welfare Plan will be limited to benefits received and time periods occurring prior to the Distribution Date).

(b) As of the Distribution Date, (i) the Resideo Group shall retain all Liabilities for providing long-term disability benefits under a Resideo Welfare Plan with respect to any Resideo Employee, and (ii) the ADI Group shall assume and be solely responsible for all Liabilities for providing long-term disability benefits under an ADI SpinCo Welfare Plan with respect to (x) any ADI SpinCo Employee, and (y) any Former ADI SpinCo Service Provider. For the avoidance of doubt, to the extent that any employee’s long-term disability Liabilities are not expressly assigned to the ADI Group pursuant to clause (ii) of this Section 5.9(b), such Liabilities shall be retained by the Resideo Group.

(c) For this purpose, a disability claim shall be considered incurred on the date of the occurrence of the event or condition giving rise to disability. For the avoidance of doubt, if, as of the Distribution Date, an individual employed by either the Resideo Group or the ADI Group is receiving short-term disability benefits due to an event or condition that occurred prior to the Distribution Date, such individual shall remain an employee of the Resideo Group or ADI Group, as applicable, and, to the extent that such individual subsequently becomes entitled to long-term disability benefits, such long-term disability benefits shall be the responsibility of, and shall be provided under a Welfare Plan maintained by, the applicable Resideo Group or the ADI Group to which such individual is employed or is intended to be employed after any required transfers of employment following the Effective Time.

Section 5.10 Certain Requirements. Notwithstanding anything in this Agreement to the contrary, if the Transfer Regulations, the terms of a Collective Bargaining Agreement or applicable Law require that any assets or Liabilities be retained by the Resideo Group or transferred to or assumed by the ADI Group in a manner that is different from that set forth in this Agreement, such retention, transfer or assumption shall be made in accordance with the terms of such Collective Bargaining Agreement or applicable Law and shall not be made as otherwise set forth in this Agreement.

Section 5.11 No Hire of Employees.

(a) ADI SpinCo agrees that, for a period of eighteen (18) months following the Distribution Date, it shall not, and shall cause each other member of the ADI Group not to, without the prior written consent of Resideo, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee of the Resideo Group employed in an executive or senior management capacity (each of such roles, a “Key Role”) or (ii) former employee of the Resideo Group employed in a Key Role who was on the payroll of the Resideo Group within six (6) months of the date of such hiring or attempted hiring by ADI SpinCo or any other member of the ADI Group (other than in respect of an ADI SpinCo Employee); provided that ADI SpinCo and each other member of the ADI Group may hire any employee or former employee of the Resideo Group, including any employee or former employee of the Resideo Group employed in a Key Role, if such employee or former employee is hired more than six (6) months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of the Resideo Group.

(b) Resideo agrees that, for a period of eighteen (18) months following the Distribution Date, it shall not, and shall cause each other member of the Resideo Group not to, without the prior written consent of ADI SpinCo, directly or indirectly, on its own behalf or in the service or on behalf of others, hire or attempt to hire, whether as an employee, consultant, independent contractor or otherwise, any (i) employee of the ADI Group employed in a Key Role or (ii) former employee of the ADI Group employed in a Key Role who was on the payroll of the ADI Group within six (6) months of the date of such hiring or attempted hiring by Resideo or any other member of the Resideo Group; provided that Resideo and each other member of the Resideo Group may hire any employee or former employee of the ADI Group, including any employee or former employee of the ADI Group employed in a Key Role, if such employee or former employee is hired more than six (6) months after the Distribution Date in response to a general solicitation for employment by use of advertisements in the media that are not specifically directed at employees of the ADI Group.

(c) If a final and non-appealable judicial determination is made that any provision of this Section 5.11 constitutes an unreasonable or otherwise unenforceable restriction with respect to any particular jurisdiction, the provisions of this Section 5.11 will not be rendered void but will be deemed to be modified solely with respect to the applicable jurisdiction to the minimum extent necessary to remain in force and effect for the greatest period and to the greatest extent that such court determines constitutes a reasonable restriction under the circumstances.

ARTICLE VI

GENERAL AND ADMINISTRATIVE

Section 6.1 Employer Rights. Nothing in this Agreement shall be deemed to be an amendment to any Resideo Benefit Plan or ADI SpinCo Benefit Plan or to prohibit any member of the Resideo Group or ADI Group, as the case may be, from amending, modifying or terminating any Resideo Benefit Plan or ADI SpinCo Benefit Plan at any time within its sole discretion.

Section 6.2 Effect on Employment. Nothing in this Agreement is intended to or shall confer upon any employee or former employee of Resideo, ADI SpinCo or any of their respective Affiliates any right to continued employment or any recall or similar rights to any such individual on layoff or any type of approved leave.

Section 6.3 Consent of Third Parties. If any provision of this Agreement is dependent on the Consent of any third party and such Consent is withheld, the Parties shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision (as applicable) in a mutually satisfactory manner.

Section 6.4 Access to Employees. On and after the Effective Time, Resideo and ADI SpinCo shall, or shall cause each of their respective Affiliates to, make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action between Resideo and ADI SpinCo) to which any employee or director of the Resideo Group or the ADI Group or any Resideo Benefit Plan or ADI SpinCo Benefit Plan is a party and which relates to a Resideo Benefit Plan or ADI SpinCo Benefit Plan. The Party to whom an employee is made available in accordance with this Section 6.4 shall pay or reimburse the other Party for all reasonable expenses which may be incurred by such employee in connection therewith, including all reasonable travel, lodging, and meal expenses, but excluding any amount for such employee’s time spent in connection herewith.

Section 6.5 Beneficiary Designation/Release of Information/Right to Reimbursement. To the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of Information and rights to reimbursement made by or relating to ADI SpinCo Employees under Resideo Benefit Plans shall be transferred to and be in full force and effect under the corresponding ADI SpinCo Benefit Plans until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply, to the relevant ADI SpinCo Employee.

Section 6.6 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties, and, except to the extent otherwise expressly provided herein, nothing in this Agreement, express or implied, is intended to confer any rights, benefits, remedies, obligations or Liabilities under this Agreement upon any Person, including any ADI SpinCo Employee or other current or former employee, officer, director or contractor of the Resideo Group or ADI Group, other than the Parties and their respective successors and assigns. Nothing in this Agreement is intended to amend any employee benefit plan or affect the applicable plan sponsor’s right to amend or terminate any employee benefit plan pursuant to the terms of such plan.

Section 6.7 Employee Benefits Administration. At all times following the date hereof, the Parties will cooperate in good faith as necessary to facilitate the administration of employee benefits and the resolution of related employee benefit claims with respect to ADI SpinCo Employees, Former ADI SpinCo Service Providers and employees and Other Service Providers, as applicable, including with respect to the provision of employee-level information necessary for the other Party to manage, administer, finance and file required reports with respect to such administration.

Section 6.8 Sharing of Records; Cooperation.

(a) The Parties shall use their respective commercially reasonable efforts to provide the other Party such employee-related records and information as necessary or appropriate to carry out their respective obligations under applicable Law or any other Data Protection Requirement, this Agreement, any other Ancillary Agreement or the Separation Agreement, and for the purposes of administering their respective employee benefit plans and policies. To the extent not inconsistent with this Agreement and any applicable Data Protection Requirement, access to such records on and after the Effective Time will be provided to members of the ADI Group or the Resideo Group, as applicable, in accordance with the Separation Agreement. All information and records regarding employment, personnel and employee benefit matters contemplated hereunder shall be accessed, retained, held, used, copied and transmitted on and after the Effective Time by any relevant Party in accordance with all Data Protection Requirements relating to the collection, storage, retention, use, transmittal, disclosure and destruction of such records.

(b) Each Party shall use commercially reasonable efforts to cooperate to share, retain and maintain data and records that are necessary or appropriate to further the purposes of this Section 6.8 and for each Party to administer its respective benefit plans to the extent consistent with this Agreement and applicable Data Protection Requirements, and each Party agrees to cooperate as long as is reasonably necessary to further the purposes of this Section 6.8.

(c) Except as otherwise set forth in this Agreement, all records and data relating to employees shall, in each case, be subject to the confidentiality provisions of the Separation Agreement and any other applicable agreement and applicable Law. The provisions of this Section 6.8 shall be in addition to, and not in derogation of, the provisions of the Separation Agreement governing Confidential Information, including Article VI of the Separation Agreement.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Entire Agreement. Subject to Section 9.1 of the Separation Agreement, this Agreement and the Separation Agreement, including the Exhibits and Schedules thereto, 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.

Section 7.2 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 7.3 Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 7.4 Notices. All notices, requests, claims, demands and other communications under this Agreement 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 7.4):

To Resideo:

Resideo Technologies, Inc.

16100 N 71st St, Suite 550

Scottsdale, AZ 85254

[email protected]

with a copy (which shall not constitute notice) to:

Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099

[email protected]

To ADI SpinCo:

ADI Global Distribution Inc.

275 Broadhollow Rd, Suite 400

Melville, NY 11747

with a copy (which shall not constitute notice) to:

Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099

[email protected]

[email protected]

Section 7.5 Amendment. 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 7.6 Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party hereto 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 (a) with respect to Resideo, an Affiliate of Resideo, or (b) 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 hereto, so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant party hereto 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 (a) and (b), no assignment permitted by this Section 7.6 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

Section 7.7 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 7.8 Termination. This Agreement 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 7.9 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 7.10 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 7.11 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 7.12 Dispute Resolution. The provisions of Article VII of the Separation Agreement shall govern any dispute under or in connection with this Agreement.

Section 7.13 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 7.14 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 7.15 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.

Section 7.16 No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 7.17 No Admission of Liability. The allocation of Assets and Liabilities herein 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 7.18 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 shall be treated in accordance with Section 5.4 of the Tax Matters Agreement.

[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.

Exhibit 10.2

Execution Version

Tax Matters Agreement

by and between

RESIDEO TECHNOLOGIES, INC.

and

ADI GLOBAL distribution INC.

Dated as of July 31, 2026

Table of Contents

Tax Matters Agreement

This Tax Matters Agreement (this “Agreement”), is entered into as of July 31, 2026 between Resideo Technologies, Inc., a Delaware corporation (“Resideo”), and ADI Global Distribution Inc., a Delaware corporation (“ADI SpinCo” and, together with Resideo, the “Parties,” and each, a “Party”). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (as may be amended, modified or restated from time to time, the “Separation Agreement”).

R e c i t a l s

Whereas, the board of directors of Resideo has determined that it is appropriate, desirable and in the best interests of Resideo and its stockholders to separate the ADI Business from Resideo’s other businesses, creating ADI SpinCo as a new subsidiary company to which Resideo will transfer, directly or indirectly, the assets and liabilities of the ADI Business (the “Separation”) and, following the Separation, to undertake the Distribution;

Whereas, ADI SpinCo has been incorporated for these purposes and has not engaged in activities except those incidental to its formation and in preparation for the Distribution;

Whereas, Resideo will effect certain restructuring transactions described in the Separation Plan for the purpose of aggregating the ADI Business, the ADI Assets and the ADI Liabilities in the ADI Group prior to the Distribution (collectively, the “Reorganization”);

Whereas, in connection with the 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 (the “Contribution”) 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 in the Separation Agreement;

Whereas, Resideo (i) will distribute all of the outstanding ADI SpinCo Common Stock to the holders of Resideo Common Stock as a pro rata dividend (the “Common Distribution”) and (ii) pursuant to the Exchange Agreement, cause the exchange of certain shares of Resideo Preferred Stock held by CD&R and the other party thereto for shares of ADI SpinCo Preferred Stock (the “Preferred Exchange,” and, taken together with the Common Distribution, the “Distribution”);

Whereas, Resideo intends to effect the Distribution in a transaction that, taken together with the Contribution, is intended to qualify as tax-free for U.S. federal income Tax purposes under Sections 368(a)(1)(D), 355 and 361(c) of the Code;

Whereas, certain members of the Resideo Group, on the one hand, and certain members of the ADI Group, on the other hand, file certain Tax Returns on a consolidated, combined, unitary or similar basis for certain federal, state, local and foreign Tax purposes; and

Whereas, the Parties desire to (i) provide for the payment of Tax liabilities and entitlement to refunds thereof, allocate responsibility for, and cooperation in, the filing of Tax Returns, and provide for certain other matters relating to Taxes and (ii) set forth certain covenants and indemnities relating to the preservation of the tax-free status of the relevant Transactions.

Now, therefore, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

Article I

Definitions

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

“Action” shall have the meaning set forth in the Separation Agreement.

“ADI Active Trade or Business” shall mean the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder) by ADI SpinCo and its “separate affiliated group” (as defined in Section 355(b)(3)(B) of the Code) of the trade or business (as defined in the Tax Opinion and as further described in the Tax Materials) as conducted immediately prior to the Distribution.

“ADI Assets” shall have the meaning set forth in the Separation Agreement.

“ADI Business” shall have the meaning set forth in the Separation Agreement.

“ADI Carryback” shall mean any net operating loss, net capital loss, excess tax credit, or other similar Tax Item of any member of the ADI Group which may or must be carried from one taxable period to another prior taxable period under the Code or other applicable Tax Law.

“ADI Cash Payment” shall have the meaning set forth in the Separation Agreement.

“ADI Disqualifying Action” shall mean (i) any action (or the failure to take any action) by any member of the ADI Group after the Distribution (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions), (ii) any event (or series of events) after the Distribution involving the ADI SpinCo Capital Stock or any stock or assets of any member of the ADI Group, (iii) any action, failure to act or transaction prohibited or required, as applicable, pursuant to Section 4.2(b) (regardless of whether the requirements of Section 4.2(e) are satisfied with respect to such action, failure to act or transaction) or Section 4.2(c) (regardless of whether Resideo consents to any such action, failure to act or transaction), or (iv) any breach by ADI SpinCo or any member of the ADI Group after the Distribution of any representation, warranty or covenant made by it in this Agreement, the Separation Agreement or any Ancillary Agreement, that, in each case of the foregoing clauses (i) through (iv), would adversely affect the Tax-Free Status of the Transactions or the Tax Treatment of the Transactions; provided, however, that the term “ADI Disqualifying Action” shall not include any action required pursuant to any Ancillary Agreement (other than this Agreement) or that is expressly contemplated by the Separation or the Distribution.

“ADI Group” shall have the meaning set forth in the Separation Agreement.

“ADI Liabilities” shall have the meaning set forth in the Separation Agreement.

“ADI Pre-Distribution Period Taxes” shall mean any and all Taxes due with respect to all Pre-Distribution Periods imposed on the Resideo Group arising out of, based upon, or attributable to the ADI Business, including, for the avoidance of doubt, any Taxes resulting from any Internal Distributions.

“ADI Separate Return” shall mean any Tax Return of or including any member of the ADI Group (including any consolidated, combined, unitary or similar return) that does not include any member of the Resideo Group.

“ADI SpinCo” shall have the meaning set forth in the preamble hereto.

“ADI SpinCo Capital Stock” shall mean all classes or series of capital stock of ADI SpinCo, including (i) the ADI SpinCo Common Stock, (ii) the ADI SpinCo Preferred Stock, (iii) all options, warrants and other rights to acquire such capital stock and (iv) all instruments properly treated as stock in ADI SpinCo for U.S. federal income Tax purposes.

“ADI SpinCo Common Stock” shall have the meaning set forth in the Separation Agreement.

“ADI SpinCo Preferred Stock” shall have the meaning set forth in the Separation Agreement.

“Adjustment” shall mean an adjustment of any item of income, gain, loss, deduction, credit or any other item affecting Taxes of a taxpayer pursuant to a Final Determination.

“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, (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, 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.

“Agreement” shall have the meaning set forth in the preamble hereto.

“Ancillary Agreement” shall have the meaning set forth in the Separation Agreement.

“Business Day” shall have the meaning set forth in the Separation Agreement.

“Capital Stock” shall mean all classes or series of capital stock, including (i) common stock, (ii) preferred stock, (iii) all options, warrants and other rights to acquire such capital stock and (iv) all instruments properly treated as stock for U.S. federal income Tax purposes.

“Cash Adjustment” shall have the meaning set forth in the Separation Agreement.

“CD&R” shall have the meaning set forth in the Separation Agreement.

“CD&R Agreements” shall mean (i) that certain Shareholders Agreement entered into by and among ADI SpinCo, CD&R and the various other parties thereto on August 3, 2026, and (ii) any other agreement entered into between ADI SpinCo and CD&R (or any of the Affiliates of CD&R) in connection with the Separation, Reorganization or Distribution.

“CD&R Persons” shall have the meaning set forth in Section 4.2(b)(v).

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Common Distribution” shall have the meaning set forth in the recitals hereto.

“Contract” shall have the meaning set forth in the Separation Agreement.

“Contribution” shall have the meaning set forth in the recitals hereto.

“Controlling Party” shall mean, with respect to a Tax Contest, the Party entitled to control such Tax Contest pursuant to Sections 6.2, 6.3, 6.4 and 6.5 of this Agreement.

“Dispute Resolution Firm” shall have the meaning set forth in Section 9.1.

“Distribution” shall have the meaning set forth in the recitals hereto.

“Distribution Date” shall have the meaning set forth in the Separation Agreement.

“Distribution Taxes” shall mean any Taxes incurred as a result of the failure of any of the Transactions to qualify for the Tax-Free Status of the Transactions or the Tax Treatment of the Transactions.

“Distribution-Related Tax Contest” shall mean any Tax Contest in which the IRS, another Taxing Authority, or any other Person asserts a position that could reasonably be expected to (i) adversely affect, jeopardize or prevent (x) the Tax-Free Status of the Transactions or (y) the Tax Treatment of the Transactions or (ii) otherwise affect the amount of Taxes imposed with respect to any of the Transactions.

“Effective Time” shall have the meaning set forth in the Separation Agreement.

“Employee Matters Agreement” shall have the meaning set forth in the Separation Agreement.

“Employment Tax” shall mean those Liabilities (as defined in the Separation Agreement) for Taxes which are allocable pursuant to the provisions of the Employee Matters Agreement.

“Employment Tax Credit” shall mean any Tax credit allocated to Resideo or a member of the Resideo Group pursuant to the provisions of the Employee Matters Agreement.

“Federal Tax” shall mean any Tax imposed by the federal government of the United States (other than any Employment Taxes).

“Final Determination” shall mean the final resolution of liability for any Tax for any taxable period, by or as a result of (i) IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the Laws of a state, local, or foreign taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of Law) the right of the taxpayer to file a claim for a Tax Benefit or the right of the Taxing Authority to assert a further deficiency in respect of the relevant issue or adjustment or for such taxable period (as the case may be), (ii) a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed, (iii) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or a comparable agreement under the Laws of other jurisdictions, which resolves the entire Tax liability for any taxable period, (iv) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund or credit may be recovered (including by way of offset) by the jurisdiction imposing the Tax, or (v) any other final resolution, including by reason of the expiration of the applicable statute of limitations or the execution of a pre-filing agreement with the IRS or other Taxing Authority.

“Foreign Tax” shall mean any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession.

“Group” shall mean either the Resideo Group or the ADI Group, as the context requires.

“Indemnification Threshold” shall have the meaning set forth in Section 5.1(d).

“Indemnifying Party” shall have the meaning set forth in Section 5.2(a).

“Indemnitee” shall have the meaning set forth in Section 5.2(a).

“Internal Distribution” shall mean, with respect to the pre-Distribution reorganization of ADEMCO III Ltd, any distribution or exchange of stock of ADEMCO III Ltd or any other Subsidiary of Resideo (determined prior to the Distribution), or other transaction having the same effect, in each case, together with related transactions, that is intended to qualify as a reorganization described in Sections 368(a)(1)(D) and 355 of the Code or a distribution described in Section 355(a) of the Code.

“IRS” shall mean the United States Internal Revenue Service or any successor thereto, including, but not limited to, its agents, representatives, and attorneys.

“IRS Ruling” shall mean any U.S. federal income Tax ruling, and any supplements thereto, issued to Resideo by the IRS in connection with the Transactions.

“IRS Ruling Request” shall mean the letter filed by Resideo with the IRS on April 1, 2026 (including all attachments, exhibits, and other materials submitted with such letter) requesting a ruling regarding certain tax consequences of the Transactions and any amendment or supplement to such ruling request letter.

“Joint Return” shall mean any Tax Return that includes, by election or otherwise, one or more members of the Resideo Group together with one or more members of the ADI Group.

“Law” shall have the meaning set forth in the Separation Agreement.

“Non-Controlling Party” shall mean, with respect to a Tax Contest, the Party that is not entitled to control such Tax Contest pursuant to Sections 6.2, 6.3, 6.4 and 6.5 of this Agreement.

“Parties” shall have the meaning set forth in the preamble hereto.

“Past Practices” shall have the meaning set forth in Section 3.5.

“Person” shall have the meaning set forth in the Separation Agreement.

“Post-Distribution Period” shall mean any taxable period (or portion thereof) beginning after the Distribution Date, including, for the avoidance of doubt, the portion of any Straddle Period beginning after the Distribution Date.

“Pre-Distribution Period” shall mean any taxable period (or portion thereof) ending on or before the Distribution Date, including, for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date.

“Preferred Exchange” shall have the meaning set forth in the recitals hereto.

“Proposed Acquisition Transaction” shall mean a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by ADI SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which ADI SpinCo would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from ADI SpinCo and/or one or more holders of ADI SpinCo Capital Stock, respectively, any amount or number of shares of ADI SpinCo Capital Stock, that would, when combined with any other direct or indirect changes in ownership of ADI SpinCo Capital Stock pertinent for purposes of Section 355(e) of the Code and/or the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of stock of ADI SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, in each case determined after giving effect to the transaction or series of transactions, or (ii) the total combined voting power of all outstanding shares of voting stock of ADI SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, in each case determined after giving effect to the transaction or series of transactions. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (x) the adoption by ADI SpinCo of a shareholder rights plan or (y) issuances by ADI SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation. For the avoidance of doubt, any references to ADI SpinCo in this definition and related provisions of this Agreement shall include a reference to any successor thereto.

“Reasonable Basis” shall mean reasonable basis within the meaning of Section 6662(d)(2)(B)(ii)(II) of the Code and the Treasury Regulations promulgated thereunder (or such other level of confidence required by the Code at that time to avoid the imposition of penalties).

“Refund” shall mean any refund, reimbursement, offset, credit, or other similar benefit in respect of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied against other Taxes payable), including any interest paid on or with respect to such refund of Taxes.

“Reorganization” shall have the meaning set forth in the recitals.

“Resideo” shall have the meaning set forth in the preamble hereto.

“Resideo Capital Stock” shall mean all classes or series of capital stock of Resideo, including (i) the Resideo Common Stock, (ii) Resideo Preferred Stock, (iii) all options, warrants and other rights to acquire such capital stock and (iv) all instruments properly treated as stock in Resideo for U.S. federal income Tax purposes.

“Resideo Common Stock” shall have the meaning set forth in the Separation Agreement.

“Resideo Group” shall have the meaning set forth in the Separation Agreement.

“Resideo Preferred Stock” shall have the meaning set forth in the Separation Agreement.

“Resideo Pre-Distribution Period Taxes” shall mean any and all Taxes due with respect to all Pre-Distribution Periods imposed on the ADI Group arising out of, based upon, or attributable to those businesses, other than the ADI Business, historically conducted by Resideo and its Subsidiaries prior to the Effective Time.

“Resideo Retained Assets” shall have the meaning set forth in the Separation Agreement.

“Resideo Retained Business” shall have the meaning set forth in the Separation Agreement.

“Resideo Retained Liabilities” shall have the meaning set forth in the Separation Agreement.

“Resideo Separate Return” shall mean any Tax Return of or including any member of the Resideo Group (including any consolidated, combined, unitary or similar return) that does not include any member of the ADI Group.

“Responsible Company” shall mean, with respect to any Tax Return, the Party having responsibility for preparing and filing such Tax Return pursuant to this Agreement.

“Restricted Period” shall mean the period beginning (and including) the Distribution Date and ending on (and including) the first Business Day after the two-year anniversary of the Distribution Date.

“Reviewing Company” shall have the meaning set forth in Section 3.3.

“Section 4.2(d) Acquisition Transaction” shall mean any transaction or series of transactions that is not a Proposed Acquisition Transaction but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were ten percent (10%) instead of forty percent (40%).

“Separate Return” shall mean a Resideo Separate Return or an ADI Separate Return, as the case may be.

“Separation” shall have the meaning set forth in the recitals.

“Separation Agreement” shall have the meaning set forth in the preamble hereto.

“Separation Plan” shall have the meaning set forth in the Separation Agreement.

“Specific Indemnities” shall have the meaning set forth in Section 2.3.

“State Tax” shall mean any Tax imposed by any state of the United States or by any political subdivision of any such state or the District of Columbia, or any city or municipality located therein.

“Straddle Period” shall mean any taxable year or other taxable period that begins on or before the Distribution Date and ends after the Distribution Date.

“Subsidiary” shall have the meaning set forth in the Separation Agreement.

“Tax” or “Taxes” shall mean (i) all taxes, charges, fees, duties, levies, imposts, rates and other similar assessments and governmental charges of any kind imposed by any federal, state, local or non-United States Taxing Authority, including, without limitation, income, gross receipts, employment, estimated, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, property, sales, use, license, capital stock, transfer, franchise, registration, payroll, withholding, social security, unemployment, disability, value added, alternative, add-on minimum and other taxes, whether disputed or not, and including any interest, penalties, charges or additions attributable thereto, (ii) liability for the payment of any amount of the type described in clause (i) above arising as a result of being (or having been) a member of any Tax group or being (or having been) included or required to be included in any Tax Return related thereto, or as transferee or successor, and (iii) liability for the payment of any amount of the type described in clause (i) or (ii) above as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other Person.

“Tax Advisor” shall mean any Tax counsel or accounting firm of recognized national standing in the United States (or, in the case of any Tax Opinion regarding the Tax treatment of any of the Transactions under the Laws of a foreign jurisdiction, in the relevant foreign jurisdiction).

“Tax Advisor Dispute” shall have the meaning set forth in Section 9.1.

“Tax Attribute” shall mean net operating losses, capital losses, research and experimentation credit carryovers, excess charitable contributions, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, overall domestic losses, previously taxed earnings and profits, separate limitation losses and any other similar losses, deductions, credits or other comparable items that could reduce a Tax liability for a past or future taxable period; provided, however, that the term “Tax Attribute” shall not include tax basis.

“Taxing Authority” shall mean any governmental authority or any subdivision, agency, commission or entity thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).

“Tax Benefit” shall mean a cash tax benefit actually realized due to any reduction in liability for Taxes (or increase in a Refund) as a result of any loss, deduction, Refund, reimbursement, offset, credit, or other item reducing any Taxes otherwise payable.

“Tax Contest” shall mean any pending or threatened audit, claim, dispute, suit, action, litigation, proposed assessment or other proceeding with respect to Taxes or Tax Benefits (including any administrative or judicial review of any claim for Refund).

“Tax Item” shall mean any item of income, gain, loss, deduction, or credit.

“Tax Law” shall mean the law of any Taxing Authority or political subdivision thereof relating to any Tax.

“Tax Materials” shall have the meaning set forth in Section 4.1(a).

“Tax Matter” shall have the meaning set forth in Section 7.1(a).

“Tax Opinion” shall mean any written opinion or memorandum of any Tax Advisor regarding certain tax consequences of certain transactions executed as part of the Transactions.

“Tax Records” shall mean any (i) Tax Returns, (ii) Tax Return work papers, (iii) documentation relating to any Tax Contests and (iv) any other books of account or records (whether or not in written, electronic, or other tangible or intangible forms and whether or not stored on electronic or any other medium) maintained or required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Taxing Authority.

“Tax Representation Letters” shall mean any representation letters of officers of Resideo and/or ADI SpinCo provided to any Tax Advisor in connection with any Tax Opinion issued in connection with the Transactions.

“Tax Return” shall mean any return, report, certificate, form or similar statement or document (including any related supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated tax) supplied to or filed with, or required to be supplied to or filed with, a Taxing Authority, including any amendment thereof or supplement thereto, or any bill for or notice related to ad valorem or other similar Taxes received from a Taxing Authority, in each case, in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

“Tax Treatment of the Transactions” shall mean the Tax treatment of the Transactions (for the avoidance of doubt, other than the Tax treatment of the Transactions described in the definition of “Tax-Free Status of the Transactions”) set forth on Schedule 1.1.

“Tax-Free Status of the Transactions” shall mean, with respect to the Contribution and the Distribution, taken together, and each Internal Distribution, the qualification thereof as (i) in the case of the Contribution and the Distribution, taken together, a “reorganization” described in Sections 368(a)(1)(D) and 355(a) of the Code and, in the case of each Internal Distribution, as a “reorganization” described in Sections 368(a)(1)(D) and 355(a) of the Code or a distribution described in Section 355(a) of the Code, as applicable, and (ii) as a transaction in which (x) cash or other property received is property with respect to which no gain is recognized pursuant to Section 361(a) or (b) of the Code, (y) stock distributed (or deemed distributed) thereby is “qualified property” with respect to which no gain is recognized pursuant to Section 361(c) or Section 355(c)(2) of the Code, as applicable (and neither Section 355(d) nor Section 355(e) applies to treat such property as other than “qualified property” for such purposes) and (z) as a transaction in which no income or gain is recognized by any member of the Resideo Group, any member of the ADI Group or the holders of Resideo Capital Stock pursuant to Sections 355, 361 and/or 1032 of the Code, other than, in the case of Resideo, ADI SpinCo and the members of their respective Groups (as relevant), income or gain recognized as a result of intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code.

“Tax-Related Losses” shall mean, with respect to any Taxes (or any reduction in a Refund), (i) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes (or reduction in a Refund), as well as any other out-of-pocket costs, expenses or other liabilities incurred in connection with such Taxes (or reduction in a Refund); and (ii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Resideo (or any of its Affiliates) or ADI SpinCo (or any of its Affiliates) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Taxing Authority, in each case of this clause (ii), resulting from the failure of the Transactions to qualify for the Tax-Free Status of the Transactions or the Tax Treatment of the Transactions.

“Transactions” shall mean the Separation (including any transactions undertaken pursuant to the Separation Plan, the Reorganization and the Contribution), the Distribution, the Internal Distributions, any transactions related to any of the foregoing and any transaction described on Schedule 1.1.

“Transition Services Agreement” shall have the meaning set forth in the Separation Agreement.

“Treasury Regulations” shall mean the regulations promulgated from time to time under the Code as in effect for the relevant tax period.

“Unqualified Tax Opinion” shall mean a “will” opinion, without substantive qualifications, of a Tax Advisor, which Tax Advisor is reasonably acceptable to Resideo, on which Resideo may rely to the effect that a transaction will not (i) affect the Tax-Free Status of the Transactions or (ii) adversely affect any of the conclusions set forth in any Tax Opinion or IRS Ruling regarding the Tax-Free Status of the Transactions. Any such tax opinion must assume that the Contribution and Distribution and each Internal Distribution would have qualified for the Tax-Free Status of the Transactions if the transaction in question did not occur.

Article II

Payments and Tax Refunds

2.1 Taxes Relating to Joint Returns.

(a) Resideo shall pay and be responsible for any and all Federal Taxes, State Taxes and Foreign Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Pre-Distribution Periods.

(b) ADI SpinCo shall pay and be responsible for any and all Federal Taxes, State Taxes and Foreign Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination), which Taxes are attributable to the ADI Business for all Post-Distribution Periods.

2.2 Taxes Relating to Separate Returns.

(a) Resideo shall pay and be responsible for any and all Federal Taxes, State Taxes and Foreign Taxes due with respect to or required to be reported on any Resideo Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax periods.

(b) ADI SpinCo shall pay and be responsible for any and all Federal Taxes, State Taxes and Foreign Taxes due with respect to or required to be reported on any ADI Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax periods.

2.3 Certain Indemnified Taxes; Integration; Satisfaction. For the avoidance of doubt, notwithstanding the provisions set forth in Sections 2.1 and 2.2, nothing in this Article II shall be interpreted as limiting in any way the Parties’ indemnification obligations pursuant to Section 5.1(a)(ii) through (a)(iv) or Section 5.1(b)(ii) through (b)(v) (taking into account Section 5.1(c) and Section 5.1(d)) (the “Specific Indemnities”), and, in the case of any conflict between the allocation of liability for Taxes set forth in this Article II and the Specific Indemnities, the Specific Indemnities shall govern (and the conflicting liability allocations set forth in this Article II shall not apply). 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.

2.4 Determination of Tax Attributable to the ADI Business. For purposes of this Agreement (except as expressly provided otherwise herein), the amount of Federal Taxes, State Taxes and Foreign Taxes, or any items thereof, attributable to the ADI Business shall be determined by Resideo in its reasonable discretion and, to the extent relevant, in a manner consistent with Past Practices.

2.5 Allocation of Employment Taxes. Liability for Employment Taxes and the allocation of any Employment Tax Credit shall be determined pursuant to the Employee Matters Agreement.

2.6 Tax Refunds.

(a) Subject to Section 2.5, Section 2.6(b), Section 2.7 and Section 2.8, Resideo shall be entitled to all Refunds related to Taxes the liability for which is allocated to Resideo pursuant to this Agreement and ADI SpinCo shall be entitled to all Refunds related to Taxes the liability for which is allocated to ADI SpinCo pursuant to this Agreement, in each case, after giving effect to any indemnification obligations under Article V.

(b) ADI SpinCo shall pay to Resideo any Refund received by ADI SpinCo or any member of the ADI Group that is allocable to Resideo pursuant to Section 2.6(a), net of any costs and expenses incurred in connection with, and any Taxes imposed by any Taxing Authority on, related to, or attributable to, the receipt, accrual or realization of such Refund (including any Taxes imposed by way of withholding or offset), no later than five (5) Business Days after the receipt of such Refund. Resideo shall pay to ADI SpinCo any Refund received by Resideo or any member of the Resideo Group that is allocable to ADI SpinCo pursuant to Section 2.6(a), net of any costs and expenses incurred in connection with, and any Taxes imposed by any Taxing Authority on, related to, or attributable to, the receipt, accrual or realization of such Refund (including any Taxes imposed by way of withholding or offset), no later than five (5) Business Days after the receipt of such Refund. For purposes of this Section 2.6(b), any Refund that arises as a result of an offset, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit or (ii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (determined without taking into account any applicable extensions).

2.7 Tax Benefits. Without prejudice to (or duplication of any amounts payable pursuant to) Section 2.8, if Resideo determines, in its reasonable discretion, that: (i) one Party bears a Tax pursuant to this Agreement or under applicable Law and (ii) the other Party is entitled to a Tax Benefit relating to such Tax, then the Party entitled to the Tax Benefit shall pay to the Party responsible for such Tax the amount of the Tax Benefit, net of any costs and expenses incurred in connection with, and any Taxes imposed by any Taxing Authority on, related to, or attributable to, the receipt or realization of such Tax Benefit (including any Taxes imposed by way of withholding or offset), in each case, as determined by Resideo in its reasonable discretion; provided, however, that any obligation under this Section 2.7 shall only arise (x) in the event Resideo is subject to an indemnity obligation described in Section 5.1(a)(iii) hereof or (y) in respect of an adjustment to Taxes resulting from a Tax Contest described in Article VI hereof.

2.8 Certain Carrybacks. In the event that any member of the ADI Group is required by applicable Law to carry back an ADI Carryback to a Tax Return described in Section 3.1 for a Pre-Distribution Period, then (i) no payment with respect to such a carryback shall be due to any member of the ADI Group from any member of the Resideo Group and (ii) if any member of the ADI Group receives a Tax Benefit in connection with such ADI Carryback, ADI SpinCo shall promptly pay to Resideo the full amount of such Tax Benefit, net of any costs and expenses incurred in connection with, and any Taxes imposed by any Taxing Authority on, related to, or attributable to, the receipt or realization of such Tax Benefit (including any Taxes imposed by way of withholding or offset), as determined by Resideo in its reasonable discretion.

2.9 Tax Adjustments. If Resideo or ADI SpinCo (or one of their respective Affiliates) pays to the other Party any amount pursuant to Section 2.5, Section 2.6, Section 2.7 or Section 2.8, in respect of a Refund or Tax Benefit and all or a portion of such Refund or Tax Benefit is subsequently disallowed or adjusted by a Taxing Authority or in a Tax Contest, such disallowance or adjustment shall be allocated to the Resideo Group and the ADI Group in the same manner in which such Refund or Tax Benefit was allocated pursuant to Section 2.5, Section 2.6, Section 2.7 or Section 2.8, as applicable, and an appropriate adjusting payment shall be promptly made (including in respect of any interest paid or imposed by any Taxing Authority) to reflect such disallowance or adjustment.

2.10 Prior Agreements. Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements, arrangements or practices between any member of the Resideo Group and any member of the ADI Group shall be terminated with respect to the ADI Group and the Resideo Group as of the Distribution Date. No member of either the ADI Group or the Resideo Group shall have any continuing rights or obligations under any such agreement, arrangement or practice.

2.11 Resideo and ADI SpinCo Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation. To the extent permitted by applicable Law, (i) in the case of an active or former employee, solely the member of the Group for which the relevant individual is employed or, if such individual is not employed by a member of the Group, was most recently employed at the time of the vesting, exercise, disqualifying disposition, payment or other relevant taxable event, as appropriate, in respect of the equity awards and other incentive compensation described in Article IV or Article V of the Employee Matters Agreement shall be entitled to claim, in a Post-Distribution Period, any income Tax deduction in respect of such equity awards and other incentive compensation on its Tax Return associated with such event; and (ii) in the case of a non-employee director, any income Tax deduction in respect of such equity awards and other incentive compensation shall be claimed by the Party for which the director serves as a director following the Distribution (provided that, in the case of any non-employee director who is to be assigned to both Resideo and ADI SpinCo, each Party shall be entitled to the deductions arising in respect of its own stock or equity awards).

Article III

Preparation and Filing of Tax Returns

3.1 Resideo’s Responsibility. Resideo shall prepare and file when due (taking into account any applicable extensions), or shall cause to be prepared and filed, (a) all Joint Returns, (b) all Tax Returns pursuant to which there is a claim to group relief by one or more members of the ADI Group in respect of losses generated by one or more members of the Resideo Group, and (c) all Resideo Separate Returns, including any amendments to such Tax Returns. Notwithstanding any provision in this Agreement to the contrary, with respect to any Joint Return, to the extent that any expenses related to a previously filed Joint Return for similar Taxes were customarily paid by a member of the ADI Group, as determined by Resideo in its reasonable discretion, then any similar expenses shall be paid and borne by ADI SpinCo after the Distribution, including, for the avoidance of doubt, any expenses related to the preparation of transfer pricing documentation.

3.2 ADI SpinCo’s Responsibility. ADI SpinCo shall prepare and file when due (taking into account any applicable extensions), or shall cause to be prepared and filed, all Tax Returns, including any amended Tax Returns, required to be filed by or with respect to members of the ADI Group other than those Tax Returns that Resideo is required to prepare and file under Section 3.1. The Tax Returns required to be prepared and filed by ADI SpinCo under this Section 3.2 shall include any ADI Separate Returns and any amended ADI Separate Returns. For the avoidance of doubt, ADI SpinCo shall prepare any transfer pricing documentation required to be prepared with respect to a Tax Return described in this Section 3.2.

3.3 Right to Review Tax Returns. The Responsible Company for any material Tax Return shall make such Tax Return (or the relevant portions thereof) available for review by the other Party (the “Reviewing Company”), if requested, to the extent that the requesting Party (i) is or would reasonably be expected to be liable for Taxes reflected on such Tax Return, (ii) is or would reasonably be expected to be liable for any additional Taxes owing as a result of adjustments to the amount of such Taxes reported on such Tax Return, or (iii) has or would reasonably be expected to have a claim for Tax Benefits under this Agreement in respect of items reflected on such Tax Return. The Responsible Company shall use reasonable efforts to make any such Tax Return (or the relevant portions thereof) available for review as required under this paragraph sufficiently in advance of the due date for the filing of such Tax Return (taking into account extensions) to provide the Reviewing Company with a meaningful opportunity to review and comment on such Tax Return (which, in the case of any Tax Return with respect to income Taxes, shall be no later than thirty (30) days prior to the due date for such Tax Return (taking into account extensions)). The Responsible Company shall consider in good faith any reasonable comments provided by the Reviewing Company reasonably in advance of the due date for such Tax Return (taking into account extensions) (which, in the case of any Tax Return with respect to income Taxes, shall be no later than fifteen (15) days following the Reviewing Company’s receipt of the draft of such return from the Responsible Company). The Parties shall attempt in good faith to resolve any material disagreement arising out of the review of such Tax Return and, failing such resolution, any material disagreement shall be resolved in accordance with the provisions of Article IX as promptly as practicable.

3.4 Cooperation. The Parties shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Article VII with respect to the preparation and filing of Tax Returns, including providing information required to be provided under Article VIII. Notwithstanding anything to the contrary in this Agreement, Resideo shall not be required to disclose to ADI SpinCo any consolidated, combined, unitary, or other similar Joint Return of which a member of the Resideo Group is the common parent or any information related to such a Joint Return other than information relating solely to the ADI Group; provided that Resideo shall provide such additional information that is reasonably required in order for ADI SpinCo to determine Taxes attributable to the ADI Business. If an amended Separate Return for State Taxes for which ADI SpinCo is the Responsible Company is required to be filed as a result of an amendment made to a Joint Return for Federal Tax pursuant to an audit adjustment, then the Parties shall cooperate to ensure that such amended Separate Return can be prepared and filed in a manner that preserves confidential information including through the use of third-party preparers.

3.5 Tax Reporting Practices. Except as provided in Section 3.6, with respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which ADI SpinCo is the Responsible Company, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by ADI SpinCo that are consistent with Resideo’s accounting practices with respect to similar Tax Items and otherwise acceptable to Resideo, in Resideo’s reasonable discretion; and (ii) that, to the extent consistent with clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Notwithstanding anything herein to the contrary (but subject to Section 3.6), ADI SpinCo shall not, and shall not cause or permit its Affiliates to, (i) take any action or Tax position inconsistent with (x) the assumptions made (including with respect to any Tax Item) in determining all estimated or advance payments of Taxes on or prior to the Distribution Date or (y) any position taken on any Tax Return with respect to which Resideo is the Responsible Company with respect to similar Tax Items or (ii) without Resideo’s prior written consent, make a change in any of its methods of accounting for Tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods have expired.

3.6 Reporting of Separation. The Tax treatment of any step or portion of the Transactions and any Tax Item related thereto shall be reported on each applicable Tax Return consistently with the Tax-Free Status of the Transactions and the Tax Treatment of the Transactions, taking into account the jurisdiction in which such Tax Returns are filed; provided that, notwithstanding anything to the contrary herein, if Resideo determines that there is no Reasonable Basis for such Tax treatment, then Resideo shall notify ADI SpinCo no later than twenty (20) Business Days prior to filing the relevant Tax Return and the Parties shall attempt in good faith to agree on the manner in which the relevant step or portion of the Transactions or related Tax Item shall be reported (with any disagreements resolved in accordance with the provisions of Article IX as promptly as practicable); provided, further, that in the case of any step or portion of the Transactions or any Tax Item related thereto that is not covered by the Tax-Free Status of the Transactions or the Tax Treatment of the Transactions, such step or portion of the Transactions and any Tax Item related thereto shall be treated and reported as determined by Resideo in its reasonable discretion. If Resideo determines, in its reasonable discretion, that a protective election under Section 336(e) of the Code shall be made with respect to the Distribution, ADI SpinCo agrees to take any such action that is necessary to effect such election, including any corresponding election with respect to any of its Subsidiaries, as determined by Resideo. If such a protective election is made, this Agreement shall be amended in such a manner, if any, as is determined by Resideo in its reasonable discretion (including by requiring that, in the event the Transactions fail to qualify for the Tax-Free Status of the Transactions or the Tax Treatment of the Transactions, ADI SpinCo shall pay over to Resideo any Tax Benefits realized by ADI SpinCo or any member of the ADI Group arising from the step-up in Tax basis resulting from such election).

3.7 Distribution Straddle Period Tax Allocation.

(a) In the case of any Straddle Period, Tax Items shall be apportioned between Pre-Distribution Periods and Post-Distribution Periods in accordance with the principles of Treasury Regulations Section 1.1502-76(b) as interpreted and applied by Resideo in its sole discretion. With respect to the Joint Return for the Tax period that includes the Distribution, Resideo may determine in its sole discretion whether to make a ratable election under Treasury Regulations Section 1.1502-76(b)(2)(ii) with respect to ADI SpinCo or any other relevant member of the ADI Group. ADI SpinCo shall, and shall cause each member of the ADI Group to, take all actions necessary to give effect to such election.

(b) In determining the apportionment of Tax Items between Pre-Distribution Periods and Post-Distribution Periods, any Tax Items relating to the Transactions shall be treated as extraordinary items described in Treasury Regulations Section 1.1502-76(b)(2)(ii)(C) and shall (to the extent arising on or prior to the Distribution Date) be allocated to the Pre-Distribution Period, and any Taxes related to such items shall be treated under Treasury Regulations Section 1.1502-76(b)(2)(iv) as relating to such extraordinary item and shall (to the extent arising on or prior to the Distribution Date) be allocated to the Pre-Distribution Period.

3.8 Payment of Taxes.

(a) With respect to any Tax Return required to be filed pursuant to this Agreement, the Responsible Company shall remit or cause to be remitted to the applicable Taxing Authority in a timely manner any Taxes due in respect of any such Tax Return. In the case of any adjustment pursuant to a Final Determination with respect to any Tax Return, the Responsible Company with respect to such Tax Return shall pay to the applicable Taxing Authority when due (taking into account any automatic or validly elected extensions, deferrals, or postponements) any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to a Final Determination.

(b) In the case of any Tax Return for which the Party that is not the Responsible Company is obligated pursuant to this Agreement to pay all or a portion of the Taxes reported as due on such Tax Return, the Responsible Company shall notify the other Party, in writing, of its obligation to pay such Taxes and, in reasonably sufficient detail, its calculation of the amount due by such other Party and the Party receiving such notice shall pay such amount to the Responsible Company upon the later of five (5) Business Days prior to the date on which such payment is due and fifteen (15) Business Days after the receipt of such notice.

(c) With respect to any estimated Taxes, the Party that is or will be the Responsible Company with respect to any Tax Return that will reflect (or otherwise give credit for) such estimated Taxes shall remit or cause to be remitted to the applicable Taxing Authority in a timely manner any estimated Taxes due. In the case of any estimated Taxes for which the Party that is not the Responsible Company is obligated pursuant to this Agreement to pay all or a portion of the Taxes that will be reported as due on any Tax Return that will reflect (or otherwise give credit for) such estimated Taxes, the Responsible Company shall notify the other Party, in writing, of its obligation to pay such estimated Taxes and, in reasonably sufficient detail, its calculation of the amount due by such other Party, and the Party receiving such notice shall pay such amount to the Responsible Company upon the later of five (5) Business Days prior to the date on which such payment is due and fifteen (15) Business Days after the receipt of such notice.

(d) Notwithstanding anything to the contrary herein (including, for the avoidance of doubt, Sections 3.8(a), 3.8(b) and 3.8(c)), any amount to be paid by ADI SpinCo in respect of any liability or obligation of Resideo for Taxes that is assumed by ADI SpinCo, 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 manner set forth in Section 9.11(b) of the Separation Agreement.

3.9 Amended Returns and Carrybacks.

(a) ADI SpinCo shall not, and shall not permit any member of the ADI Group to, file or allow to be filed any request for an Adjustment for any Pre-Distribution Period without the prior written consent of Resideo, such consent to be exercised in Resideo’s reasonable discretion.

(b) ADI SpinCo shall, and shall cause each member of the ADI Group to, make any available elections to waive the right to carry back any ADI Carryback arising in a Post-Distribution Period to a Pre-Distribution Period.

(c) ADI SpinCo shall not, and shall cause each member of the ADI Group not to, without the prior written consent of Resideo, make any affirmative election to carry back any ADI Carryback arising in a Post-Distribution Period to a Pre-Distribution Period, such consent to be exercised in Resideo’s sole discretion.

(d) Receipt of consent by ADI SpinCo or a member of the ADI Group from Resideo pursuant to the provisions of this Section 3.9 shall in no way limit or modify ADI SpinCo’s indemnification obligations pursuant to this Agreement (including Article V).

3.10 Tax Attributes. Resideo shall in its reasonable discretion advise ADI SpinCo in writing of the amount (if any) of any Tax Attributes, which Resideo determines, in its good faith discretion, shall be allocated or apportioned to the ADI Group under applicable Law. ADI SpinCo and all members of the ADI Group shall prepare all Tax Returns in accordance with such written notice. ADI SpinCo agrees that it shall not dispute Resideo’s reasonable determination of Tax Attributes. For the avoidance of doubt, Resideo shall not be required in order to comply with this Section 3.10 or otherwise to create or cause to be created any books and records or reports or other documents based thereon (including, without limitation, “earnings & profits studies,” “basis studies” or similar determinations) that it does not maintain or prepare in the ordinary course of business.

3.11 Section 245A Election. With respect to any member of the ADI Group that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code immediately prior to the Distribution, Resideo may, in its sole discretion, determine that an election under Treasury Regulations Section 1.245A-5(e)(3)(i) (or any successor provision of Tax Law that allows a closing of the books election) shall be made to close such entity’s taxable year for Federal Tax purposes as of the Effective Time. If Resideo determines that such election shall be made with respect to any such member of the ADI Group, ADI SpinCo shall, and shall cause its Affiliates to, cooperate with Resideo and its Affiliates to make and give effect to such election.

3.12 Information for Joint Returns and Resideo Separate Returns.

(a) ADI SpinCo shall promptly, and in any event no later than thirty (30) days following the close of each fiscal quarter (or, with respect to information requested less than ten (10) days prior to the close of the relevant fiscal quarter, as promptly as reasonably practicable), provide Resideo with all information with respect to ADI SpinCo, the members of the ADI Group, and their respective assets and operations as requested by Resideo in order to enable Resideo to timely prepare and file all Tax Returns for which Resideo is the Responsible Company and to timely pay any and all Taxes (including estimated Taxes) payable with respect to such Tax Returns. Where applicable, such information shall be provided in a manner consistent with Past Practices of Resideo and its Subsidiaries prior to the Distribution; and

(b) Resideo shall promptly, and in any event no later than thirty (30) days following the close of each fiscal quarter (or, with respect to information requested less than ten (10) days prior to the close of the relevant fiscal quarter, as promptly as reasonably practicable), provide ADI SpinCo with all information with respect to Resideo, the members of the Resideo Group, and their respective assets and operations as requested by ADI SpinCo in order to enable ADI SpinCo to timely prepare and file all Tax Returns for which ADI SpinCo is the Responsible Company and to timely pay any and all Taxes (including estimated Taxes) payable with respect to such Tax Returns. Where applicable, such information shall be provided in a manner consistent with Past Practices of ADI SpinCo and its Subsidiaries prior to the Distribution.

For the avoidance of doubt, a Party’s failure to timely provide information required to be provided under this Section 3.12 shall be subject to the provisions set forth in Section 7.2.

Article IV

Tax-Free Status of the Distribution

4.1 Representations and Warranties.

(a) Resideo, on behalf of itself and all other members of the Resideo Group, hereby represents and warrants that (i) it has examined the IRS Ruling Request, the IRS Ruling (if any), the Tax Opinion(s), the Tax Representation Letters and any other materials delivered or deliverable in connection with the issuance of any IRS Ruling and the rendering of any Tax Opinion, in each case, as they exist as of the date hereof (all documents and materials described in this clause (i), including, for the avoidance of doubt, the IRS Ruling Request, the IRS Ruling (if any), the Tax Opinion and the Tax Representation Letters, collectively, the “Tax Materials”) and (ii) the facts presented and statements and representations made therein, to the extent descriptive of or otherwise relating to Resideo or any member of the Resideo Group or the Resideo Retained Business, were or will be, at the time presented or represented and from such time until and including the Distribution Date, true, correct, and complete in all material respects. Resideo, on behalf of itself and all other members of the Resideo Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to Resideo or any member of the Resideo Group or the Resideo Retained Business.

(b) ADI SpinCo, on behalf of itself and all other members of the ADI Group, hereby represents and warrants that (i) it has examined the Tax Materials and (ii) the facts presented and statements and representations made therein, to the extent descriptive of or otherwise relating to ADI SpinCo or any member of the ADI Group or the ADI Business, were or will be, at the time presented or represented and from such time until and including the Distribution Date, true, correct, and complete in all material respects. ADI SpinCo, on behalf of itself and all other members of the ADI Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to ADI SpinCo or any member of the ADI Group or the ADI Business.

(c) ADI SpinCo, on behalf of itself and all other members of the ADI Group, hereby represents and warrants that during the two-year period ending on the date of any Internal Distribution or the Distribution Date, there was no “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of ADI SpinCo or any member of the ADI Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding an acquisition of all or a significant portion of the ADI SpinCo Capital Stock (or any predecessor of ADI SpinCo) or the Capital Stock of ADEMCO III Ltd or any other member of the ADI Group which underwent an Internal Distribution; provided that no representation or warranty is made regarding the absence of any “agreement, understanding, arrangement, substantial negotiations” or “discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more present or former officers or directors of any member of the Resideo Group (or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors) who are not officers or directors of any member of the ADI Group.

(d) Each of Resideo, on behalf of itself and all other members of the Resideo Group, and ADI SpinCo, on behalf of itself and all other members of the ADI Group, represents and warrants that it knows of no fact (after due inquiry) that may cause the Tax treatment of the Transactions to be other than the Tax-Free Status of the Transactions and the Tax Treatment of the Transactions.

(e) Each of Resideo, on behalf of itself and all other members of the Resideo Group, and ADI SpinCo, on behalf of itself and all other members of the ADI Group, represents and warrants that it has no plan or intent to take any action, or fail to take any action (or to cause or permit any member of its Group to take or fail to take any action) which is inconsistent with any facts presented or statements or representations made in the Tax Materials.

4.2 Restrictions Relating to the Distribution.

(a) ADI SpinCo, on behalf of itself and all other members of the ADI Group, hereby covenants and agrees that no member of the ADI Group will take, fail to take, or permit to be taken: (i) any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in the Tax Materials or would reasonably be expected to result in a failure to preserve the Tax-Free Status of the Transactions or the Tax Treatment of the Transactions or (ii) any action which constitutes an ADI Disqualifying Action.

(b) During the Restricted Period, ADI SpinCo:

(i) shall continue and shall cause each member of the ADI Group to continue the active conduct of the ADI Active Trade or Business for purposes of Section 355(b)(2) of the Code, taking into account Section 355(b)(3) of the Code, as conducted immediately prior to the Distribution;

(ii) shall not voluntarily dissolve or liquidate (wholly or partially) itself or, if such action could or could be expected to jeopardize or impede the Tax-Free Status of the Transactions, any of its Affiliates (including, in each case, any action that is a liquidation for U.S. federal income Tax purposes);

(iii) shall not (1) enter into any Proposed Acquisition Transaction or, to the extent ADI SpinCo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur, (2) redeem or otherwise repurchase (directly or through an Affiliate) any ADI SpinCo Capital Stock except to the extent such repurchases are in connection with the net exercise of stock options issued to a person for the performance of services, (3) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of ADI SpinCo Capital Stock (including through the conversion of any capital stock into another class of capital stock, other than a conversion of the ADI SpinCo Preferred Stock pursuant to its terms), (4) merge, amalgamate or consolidate with any other Person or (5) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Tax Materials) which in the aggregate would, when combined with any other direct or indirect changes in ownership of ADI SpinCo Capital Stock pertinent for purposes of Section 355(e) of the Code, have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a fifty percent (50%) or greater interest in ADI SpinCo or would reasonably be expected to result in a failure to preserve the Tax-Free Status of the Transactions;

(iv) shall not and shall not permit any member of the ADI Group, in a single transaction or a series of transactions, to sell, transfer, or otherwise dispose of or agree to sell, transfer or otherwise dispose (including in any transaction treated for U.S. federal income Tax purposes as a sale, transfer or disposition) of assets (including, any shares of capital stock of a Subsidiary) that, in the aggregate, constitute more than twenty percent (20%) of the gross assets of ADI SpinCo or the consolidated gross assets of the ADI Group. The foregoing sentence shall not apply to (1) sales, transfers, or dispositions of inventory in the ordinary course of business, (2) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (3) any assets transferred to a Person that is disregarded as an entity separate from the transferor for U.S. federal income Tax purposes or (4) any mandatory or optional repayment (or pre-payment) of any indebtedness of ADI SpinCo or any member of the ADI Group. The percentages of gross assets or consolidated gross assets of ADI SpinCo or the ADI Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of ADI SpinCo and the members of the ADI Group as of the Distribution Date. For purposes of this Section 4.2(b)(iv), a merger of ADI SpinCo or one of its Subsidiaries with and into any Person that is not a wholly owned Subsidiary of ADI SpinCo shall constitute a disposition of all of the assets of ADI SpinCo or such Subsidiary; and

(v) shall not permit any holder of ADI SpinCo Capital Stock other than CD&R, CD&R Channel Holdings II, L.P. (together with CD&R, the “CD&R Persons”), or any Affiliates of the CD&R Persons, to become a “controlling shareholder” within the meaning of Treasury Regulations Section 1.355-7.

(c) Without the prior written consent of Resideo (such consent to be provided in Resideo’s sole discretion), ADI SpinCo shall not, and shall not cause or permit any member of the ADI Group to, waive or amend any provisions, obligations or restrictions under the CD&R Agreements in such a manner that would, as determined in Resideo’s sole discretion, jeopardize or impede the Tax-Free Status of the Transactions or the Tax Treatment of the Transactions.

Any consent provided by Resideo in connection with this Section 4.2(c) shall in no way limit or modify ADI SpinCo’s indemnification obligations pursuant to Article V.

(d) If ADI SpinCo proposes to enter into any Section 4.2(d) Acquisition Transaction or, to the extent ADI SpinCo has the right to prohibit any Section 4.2(d) Acquisition Transaction, proposes to permit any Section 4.2(d) Acquisition Transaction to occur, in each case, during the Restricted Period, ADI SpinCo shall provide Resideo, no later than ten (10) days prior to the signing of any written agreement with respect to the Section 4.2(d) Acquisition Transaction, with a written description of such transaction (including the type and amount of ADI SpinCo Capital Stock to be issued in such transaction) and a certificate of the Chief Financial Officer of ADI SpinCo to the effect that the Section 4.2(d) Acquisition Transaction is not a Proposed Acquisition Transaction or any other transaction to which the requirements of Section 4.2(b) apply.

(e) Notwithstanding the restrictions imposed by Section 4.2(a), (b) and (c), ADI SpinCo or a member of the ADI Group may take any of the actions or transactions described therein (in the case of Section 4.2(a), other than any actions or transactions described therein relating to the Tax Treatment of the Transactions) if ADI SpinCo either (i) obtains an Unqualified Tax Opinion in form and substance reasonably satisfactory to Resideo or (ii) obtains the prior written consent of Resideo waiving the requirement that ADI SpinCo obtain an Unqualified Tax Opinion, such waiver to be provided in Resideo’s sole discretion. Resideo’s evaluation of an Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such opinion. ADI SpinCo shall bear all costs and expenses of securing any such Unqualified Tax Opinion and shall reimburse Resideo for all reasonable out-of-pocket expenses that Resideo or any of its Affiliates may incur in good faith in seeking to obtain or evaluate any such Unqualified Tax Opinion. Neither the delivery of an Unqualified Tax Opinion nor Resideo’s waiver of ADI SpinCo’s obligation to deliver an Unqualified Tax Opinion shall in any way limit or modify ADI SpinCo’s indemnification obligations pursuant to Article V.

(f) ADI SpinCo agrees that Resideo shall have the sole and exclusive control over the process of obtaining any private letter ruling with respect to the Transactions and any related transaction, and only Resideo shall be entitled to apply for any such private letter ruling (whether prior to or following the Distribution). Resideo shall have the right to obtain a private letter ruling from the IRS (and/or any other Taxing Authority) (and/or if applicable, any supplemental private letter ruling) at any time in its sole discretion. If Resideo determines to obtain a private letter ruling or supplemental private letter ruling, ADI SpinCo shall (and shall cause its Affiliates to) cooperate with Resideo and take any and all actions reasonably requested by Resideo in connection with obtaining such private letter ruling or supplemental private letter ruling (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or other applicable Taxing Authority; provided that ADI SpinCo shall not be required to make (or cause any of its Affiliates to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). After the Distribution, Resideo and ADI SpinCo shall each bear its own costs and expenses incurred in connection with obtaining any such private letter ruling or supplemental private letter ruling.

Article V

Indemnity Obligations

5.1 Indemnity Obligations.

(a) Resideo shall indemnify and hold harmless ADI SpinCo from and against, and will reimburse ADI SpinCo for, (i) any and all Taxes allocated to Resideo pursuant to Article II, after giving effect to Section 5.1(b)(v), (ii) any and all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Resideo Group pursuant to this Agreement, (iii) any and all Distribution Taxes and Tax-Related Losses to the extent such amounts are not attributable to ADI SpinCo or the ADI Group, as set forth in Section 5.1(b) and (iv) any and all Resideo Pre-Distribution Period Taxes and all Tax-Related Losses arising out of, based upon, or attributable to Resideo Pre-Distribution Period Taxes.

(b) Without regard to whether an Unqualified Tax Opinion may have been provided, the existence of any private letter ruling or whether any action is permitted or consented to hereunder, and notwithstanding anything else to the contrary contained herein, ADI SpinCo shall indemnify and hold harmless Resideo from and against, and will reimburse Resideo for, (i) any and all Taxes allocated to ADI SpinCo pursuant to Article II, after giving effect to Section 5.1(a)(iv), (ii) any and all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the ADI Group pursuant to this Agreement, (iii) any and all Distribution Taxes and Tax-Related Losses attributable to an ADI Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(e) are satisfied and regardless of any consent provided by Resideo), (iv) any and all Distribution Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to (A) the acquisition (other than pursuant to the Contribution and the Distribution) of all or a portion of the ADI SpinCo Capital Stock and/or ADI SpinCo’s or its Subsidiaries’ stock or assets by any means whatsoever by any Person, (B) any “agreement, understanding, arrangement, substantial negotiations, or discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the ADI Group or by any other person or persons with the implicit or explicit permission of one or more such officers or directors regarding transactions or events that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, ADI SpinCo Capital Stock representing a fifty percent (50%) or greater interest in ADI SpinCo, or (C) any action or failure to act by ADI SpinCo or any other member of the ADI Group after the Distribution (including, without limitation, any amendment to ADI SpinCo’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of ADI SpinCo stock (including, without limitation, but other than a conversion of the ADI SpinCo Preferred Stock pursuant to its terms, through the conversion of one class of ADI SpinCo Capital Stock into another class of ADI SpinCo Capital Stock), and (v) any and all ADI Pre-Distribution Period Taxes and all Tax-Related Losses arising out of, based upon, or attributable to ADI Pre-Distribution Period Taxes.

(c) To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 5.1(a)(ii) through (iv) and 5.1(b)(ii) through (b)(v), responsibility for such Tax or Tax-Related Loss shall be shared by Resideo and ADI SpinCo according to relative fault.

(d) Notwithstanding anything else to the contrary contained in this Agreement, Resideo and ADI SpinCo, as applicable, shall not have any right to obtain indemnification payments under this Agreement unless the aggregate amounts received by such Party as indemnification payments hereunder would exceed $5,000,000 in the aggregate (the “Indemnification Threshold”); provided, however, that if amounts indemnified under this Agreement would exceed the Indemnification Threshold in the aggregate, the Party responsible for such amounts shall be responsible for all such amounts from the first dollar thereof.

5.2 Indemnification Payments.

(a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax-Related Losses attributable thereto, to the Indemnitee no later than the later of (i) five (5) Business Days prior to the date on which such payment is due to the applicable Taxing Authority or (ii) fifteen (15) Business Days after the receipt of notice from the other Party.

(b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than five (5) Business Days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination.

(c) Notwithstanding anything to the contrary herein (including, for the avoidance of doubt, Sections 5.2(a) and 5.3), any amount to be paid by ADI SpinCo in respect of a liability or obligation of Resideo that is assumed by ADI SpinCo, 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 manner set forth in Section 9.11(b) of the Separation Agreement.

5.3 Payment Mechanics.

(a) All payments under this Agreement required to be made by one Party to the other Party shall be made by Resideo directly to ADI SpinCo and by ADI SpinCo directly to Resideo; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Resideo Group, on the one hand, may make such indemnification payment to any member of the ADI Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 5.4 and, for the avoidance of doubt, all payments shall be made in accordance with Section 5.2(c).

(b) In the case of any payment of Taxes made by a Responsible Company or Indemnitee pursuant to this Agreement for which such Responsible Company or Indemnitee, as the case may be, has received or will receive a payment from the other Party, such Responsible Company or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment).

5.4 Treatment of Liabilities and Payments; Gross-Up.

(a) Except to the extent otherwise required by applicable Tax Law (as determined by Resideo in its sole discretion), each of Resideo and ADI SpinCo shall, and shall cause the members of its Group to, treat for all U.S. federal (and applicable state and local) income Tax purposes any Liabilities of Resideo that are assumed or otherwise accepted by ADI SpinCo pursuant to this Agreement, the Separation Agreement or the Employee Matters Agreement or, to the extent involving Liabilities attributable to Pre-Distribution Periods, otherwise in connection with the Separation (whether such Liabilities are assumed or accepted by ADI SpinCo directly or treated as assumed or accepted 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) as assumed, within the meaning of Section 357(d) of the Code, by ADI SpinCo pursuant to the Contribution. For purposes of this Section 5.4(a), all references to Resideo and ADI SpinCo shall include a reference to any member of the Resideo Group or the ADI Group that is, for U.S. federal income Tax purposes, disregarded as separate from Resideo and ADI SpinCo, respectively.

(b) The Parties agree that, in the absence of any change in applicable U.S. federal income Tax Law or except as otherwise required by other applicable Tax Law, (i) any indemnity or other similar payment made among the Parties pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement (other than any payment of interest or penalties (whether pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement or to or by a Taxing Authority) or State Income Taxes by or to a Taxing Authority) shall be treated, for all income Tax purposes, as (A) a payment with respect to an assumed or retained liability (with, if and as applicable, one Party acting as agent for the other Party or its Subsidiaries), or, if the treatment described in clause (A) is not available under applicable Law (as determined by Resideo in its sole discretion), (B) a non-taxable contribution by Resideo to ADI SpinCo or a distribution by ADI SpinCo to Resideo, as applicable, and, in the case of this clause (B), such contribution or distribution shall be treated as having been made immediately prior to the Distribution, and (ii) any payment of interest, penalties or State Taxes pursuant to this Agreement, the Separation Agreement or any Ancillary Agreement or by or to a Taxing Authority shall be reported for Tax purposes by the Parties as taxable or deductible (to the extent a deduction is available), as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment. Notwithstanding the foregoing, Resideo shall notify ADI SpinCo if it reasonably determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.

(c) None of Resideo or ADI SpinCo shall, and each shall cause its Affiliates not to, report or take any position (on a Tax Return or otherwise) inconsistent with the treatment described in Section 5.4(a) or 5.4(b) (unless otherwise required by a Final Determination or a good-faith resolution of a Tax Contest).

(d) If, notwithstanding the manner in which payments described in Section 5.4(b) were reported, there is a Tax liability or an adjustment to a Tax liability of a Party as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receive.

Article VI

Tax Contests

6.1 Notice. Each Party shall notify the other Party in writing within ten (10) days after receipt by such Party or any member of its Group of a written communication from any Taxing Authority with respect to a Tax Contest concerning any Taxes for which the other Party may be liable pursuant to this Agreement, and thereafter shall promptly forward or make available to such Party copies of notices and communications relating to such Tax Contest. The failure of one Party to notify the other of such communication in accordance with the immediately preceding sentence shall not relieve the other Party of any liability or obligation to pay such Tax or make indemnification payments under this Agreement, except to the extent that the failure to timely provide such notification actually and materially prejudices the ability of such other Party to contest such Tax liability and increases the amount of such Tax liability.

6.2 Separate Returns. Subject to Section 6.4, Section 6.5 and Section 6.7, in the case of any Tax Contest with respect to any Separate Return, the Responsible Company with respect to such Separate Return shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of such Tax Contest.

6.3 Joint Returns. Subject to Section 6.4, Section 6.5 and Section 6.7, in the case of any Tax Contest with respect to any Joint Return, Resideo shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest. Notwithstanding the foregoing, to the extent a portion of any such Tax Contest with respect to a Joint Return with respect to Foreign Taxes relates to a matter which was customarily controlled by a member of the ADI Group, as determined by Resideo in its reasonable discretion, then Resideo may elect that ADI SpinCo shall be responsible for the conduct of such portion of such Tax Contest and any expenses related thereto, including expenses relating to any supporting transfer pricing analysis.

6.4 Mixed Contests. Subject to Section 6.5 and Section 6.7, in the event of any Tax Contest with respect to both an ADI Separate Return, on the one hand, and a Resideo Separate Return or a Joint Return, on the other hand, the Parties shall use their reasonable efforts to cause such Tax Contest to be severed into separate Tax Contests, each relating solely to ADI Separate Returns and Resideo Separate Returns or Joint Returns, as applicable. If such Tax Contest is not so severable, then Resideo shall determine which Party shall be the Controlling Party with respect to such Tax Contest, and such Controlling Party selected by Resideo shall, subject to Section 6.5 and Section 6.7, have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of such Tax Contest.

6.5 Distribution-Related Tax Contests.

(a) In the event of any Distribution-Related Tax Contest as a result of which ADI SpinCo could reasonably be expected to become liable for any Tax or Tax-Related Losses and which Resideo has the right to administer and control pursuant to Section 6.2 or Section 6.3, (i) Resideo shall consult with ADI SpinCo reasonably in advance of taking any significant action in connection with such Tax Contest, (ii) Resideo shall offer ADI SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (iii) Resideo shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, (iv) Resideo shall provide ADI SpinCo copies of any written materials relating to such Tax Contest received from the relevant Taxing Authority and (v) if ADI SpinCo would have liability for a material amount of Taxes as a result of the proposed settlement of any such Tax Contest, Resideo shall not settle such Tax Contest without the consent of ADI SpinCo (not to be unreasonably withheld, conditioned or delayed).

(b) In the event of any Distribution-Related Tax Contest with respect to any ADI Separate Return, (i) ADI SpinCo shall consult with Resideo reasonably in advance of taking any significant action in connection with such Tax Contest, (ii) ADI SpinCo shall consult with Resideo and offer Resideo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (iii) ADI SpinCo shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, (iv) Resideo shall be entitled to participate in such Tax Contest and receive copies of any written materials relating to such Tax Contest received from the relevant Taxing Authority, and (v) ADI SpinCo shall not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Resideo (not unreasonably withheld, conditioned or delayed); provided, however, that in the case of any Distribution-Related Tax Contest with respect to an ADI Separate Return as a result of which Resideo could reasonably be expected to become liable for or be required to pay any Taxes or Tax-Related Losses, whether pursuant to this Agreement or otherwise, Resideo shall have the right to elect to assume control of such Tax Contest, in which case the provisions of Section 6.5(a) shall apply.

6.6 Obligation of Continued Notice. During the pendency of any Tax Contest or threatened Tax Contest, each of the Parties shall provide prompt notice to the other Party of any written communication received by it or a member of its respective Group from a Taxing Authority regarding any Tax Contest for which it is indemnified by the other Party hereunder or for which it may be required to indemnify the other Party hereunder. Such notice shall attach copies of the pertinent portion of any written communication from a Taxing Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Taxing Authority in respect of any such matters. Such notice shall be provided in a reasonably timely fashion. The failure of one Party to notify the other of such communication in accordance with the preceding provisions of this Section 6.6 shall not relieve the other Party of any liability or obligation to pay such Tax or make indemnification payments under this Agreement, except to the extent that the failure to timely provide such notification actually and materially prejudices the ability of such other Party to contest such Tax liability, and increases the amount of such Tax liability.

6.7 Settlement Rights. Unless waived by the Parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (i) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (ii) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Taxing Authority or judicial authority in connection with such potential adjustment in such Tax Contest; and (iii) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party except to the extent that such failure actually and materially prejudices the ability of such other Party to contest the relevant Tax liability and increases the amount of such Tax liability.

6.8 Costs and Expenses. Except for any costs and expenses incurred by a Non-Controlling Party in the exercise of any participation rights that such Non-Controlling Party possesses with respect to a Tax Contest pursuant to this Article VI, all costs and expenses incurred in connection with the defense of a Tax Contest shall be borne by the Controlling Party.

Article VII

Cooperation

7.1 General.

(a) Each Party shall fully cooperate, and shall cause all members of such Party’s Group to fully cooperate, with all reasonable requests in writing from the other Party, or from an agent, representative or advisor to such Party, in connection with the preparation and filing of any Tax Return, claims for Refunds, the conduct of any Tax Contest, and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of either Party or any member of either Party’s Group covered by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “Tax Matter”). Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter and shall include, without limitation:

(i) the timely provision of any Tax Returns of either Party or any member of either Party’s Group, books, records (including information regarding ownership and Tax basis of property), documentation and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities;

(ii) the execution of any document (including any power of attorney) in connection with any Tax Contest of either Party or any member of either Party’s Group, or the filing of a Tax Return or a Refund claim of either Party or any member of either Party’s Group;

(iii) the use of the Party’s reasonable best efforts to promptly obtain any documentation in connection with a Tax Matter; and

(iv) the use of the Party’s reasonable best efforts to promptly obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records or other information in connection with the filing of any Tax Returns of any of either Party or any member of either Party’s Group.

Each Party shall make its employees and facilities available, without charge, on a mutually convenient basis to facilitate such cooperation. In addition, each Party shall timely comply with all of its obligations pursuant to this Agreement to provide cooperation and information with respect to Tax Matters to the other Party, including, without limitation, the foregoing provision of this Section 7.1(a), and Section 3.12. A Party providing cooperation under this Section 7.1(a) shall bear its own cost incurred in providing such cooperation; provided, however, that, if a Party’s request to cooperate pursuant to this Section 7.1(a) causes the other Party to incur out-of-pocket expenses paid to third parties outside the ordinary course of business, the requesting Party shall bear any reasonable out-of-pocket expense of the responding Party and the requesting Party shall reimburse the responding Party of any such reasonable out-of-pocket expenses no later than thirty (30) days following delivery of a notice from the responding Party.

7.2 Timely Compliance. Each of ADI SpinCo and Resideo acknowledges that time is of the essence in relation to any request for information, assistance, or cooperation made by Resideo or ADI SpinCo pursuant to Section 7.1(a), and any other obligations of ADI SpinCo or Resideo pursuant to this Agreement to provide information, assistance or cooperation (including Section 3.12). Each of ADI SpinCo and Resideo acknowledges that failure to conform to the deadlines set forth in this Agreement or reasonable deadlines otherwise set by ADI SpinCo or Resideo, in each case, with respect to the provision of information, assistance and cooperation with respect to Tax Matters, could cause irreparable harm. If either ADI SpinCo or Resideo fails to comply with any such deadlines, then, notwithstanding anything to the contrary set forth in this Agreement, such non-complying Party shall be liable for, and shall indemnify and hold harmless the other Party for, any Taxes and Tax-Related Losses to the extent arising solely out of such failure to comply.

7.3 Consistent Treatment. Unless and until there has been a Final Determination to the contrary, except as expressly and specifically provided otherwise in this Agreement, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (a) the treatment of liabilities and payments as set forth in Section 5.4, (b) the Tax Materials, (c) the Tax-Free Status of the Transactions or the Tax Treatment of the Transactions or (d) any other tax treatment set forth in this Agreement.

7.4 Impact of Cooperation. For the avoidance of doubt, the existence of a Party’s obligation to cooperate with the other Party pursuant to this Agreement with respect to the preparation of any Tax Return, the conduct of any Tax Contest or otherwise, or such Party’s satisfaction of such cooperation obligation, shall under no circumstances be interpreted as imposing any additional obligations on such Party that are not otherwise provided for in this Agreement, including, for the avoidance of doubt, any additional procedural obligations with respect to Tax Return preparation and filing or the conduct of any Tax Contest, and any indemnification or other payment obligation with respect to any Taxes for which such Party is not otherwise responsible hereunder. In addition, the existence of any such cooperation obligations of one Party, or its compliance therewith, shall in no way limit or modify any obligations of the other Party pursuant to this Agreement, including, without limitation, any of its indemnification obligations pursuant to Article V or any of its obligations with respect to Tax Return filing and preparation or Tax Contest control.

Article VIII

Retention of Records; Access

8.1 Retention of Records. For so long as the contents thereof may become material in the administration of any matter under applicable Tax Law, but in any event until the later of (i) sixty (60) days after the expiration of any applicable statutes of limitation (including any waivers or extensions thereof) and (ii) seven (7) years after the Distribution Date, the Parties shall retain all Tax Records in respect of Taxes of any member of either the Resideo Group or the ADI Group for any Pre-Distribution Period or Post-Distribution Period or for any Tax Contests relating to such Tax Returns. At any time after the Distribution Date when the Resideo Group proposes to destroy any Tax Records (other than any Tax Records to the extent solely relating to Resideo, any member of the Resideo Group, their respective operations, the Resideo Retained Assets and/or the Resideo Retained Liabilities), Resideo shall first notify ADI SpinCo in writing and the ADI Group shall be entitled to receive such records or documents proposed to be destroyed. At any time after the Distribution Date when the ADI Group proposes to destroy any Tax Records, ADI SpinCo shall first notify Resideo in writing and the Resideo Group shall be entitled to receive such records or documents proposed to be destroyed. The Parties will notify each other in writing of any waivers or extensions of the applicable statute of limitations that may affect the period for which the foregoing records or other documents must be retained.

8.2 Access to Tax Records. The Parties and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records in their possession pertaining to Pre-Distribution Periods to the extent reasonably required by the other Party in connection with the preparation of financial accounting statements, audits, litigation, or the resolution of items under this Agreement. The Party seeking access to the records of the other Party shall bear all costs and expenses associated with such access, including any professional fees.

Article IX

Dispute Resolution

9.1 Dispute Resolution. The Parties mutually desire that friendly collaboration will continue between them. Accordingly, they will endeavor, and they will cause their respective Group members to endeavor, to resolve in good faith and in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement between any member of the Resideo Group, on the one hand, and any member of the ADI Group, on the other hand, as to the interpretation of any provision of this Agreement or the performance of obligations hereunder (a “Tax Advisor Dispute”), the Tax departments of the Parties shall negotiate in good faith to resolve the dispute. If, within thirty (30) days, such good-faith negotiations do not resolve such Tax Advisor Dispute, the Parties shall appoint a nationally recognized law firm or independent public accounting firm (the “Dispute Resolution Firm”) to resolve such dispute. In this regard, the Dispute Resolution Firm shall make determinations with respect to the disputed items based solely on representations made by Resideo, ADI SpinCo and their respective representatives, and not by independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one Party only. The Parties shall request that the Dispute Resolution Firm resolve all disputes no later than thirty (30) days after the submission of such dispute to the Dispute Resolution Firm, but in no event later than the due date for the payment of Taxes or the filing of the applicable Tax Return, if applicable, and agree that all decisions by the Dispute Resolution Firm with respect thereto shall be final and conclusive and binding on the Parties. The Dispute Resolution Firm shall resolve all disputes in a manner consistent with this Agreement and, to the extent not inconsistent with this Agreement, in a manner consistent with the Past Practices of Resideo and its Subsidiaries, except as otherwise required by applicable Law. The Parties shall require the Dispute Resolution Firm to render all determinations in writing and to set forth, in reasonable detail, the basis for such determination. The fees and expenses of the Dispute Resolution Firm shall be borne equally by the Parties.

9.2 Injunctive Relief. Nothing in this Article IX shall prevent either Party from seeking injunctive relief if any delay resulting from the efforts to resolve any Tax Advisor Dispute in accordance with the provisions of Section 9.1 could result in serious and irreparable injury to either Party or the members of its Group. Notwithstanding anything to the contrary in this Agreement, the Separation Agreement or any Ancillary Agreement, Resideo and ADI SpinCo are the only members of their respective Groups entitled to commence a dispute resolution procedure under this Agreement, and each of Resideo and ADI SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such Party as provided in this Article IX.

Article X

Miscellaneous Provisions

10.1 Disposition of ADI SpinCo Subsidiaries. In the event that ADI SpinCo disposes of the stock of a Subsidiary that is not a Party to this Agreement (i) without receiving compensation equal to the fair market value of such Subsidiary, prior to the disposition, such Subsidiary shall deliver to Resideo an executed agreement, in a form reasonably acceptable to Resideo, agreeing to be bound by this Agreement as if it had been an original Party hereto or (ii) in an exchange intended to result in the receipt of compensation equal to the fair market value of such Subsidiary, prior to the disposition, such Subsidiary shall deliver to Resideo an executed agreement, in a form reasonably acceptable to Resideo, agreeing to be bound by Section 7.1 and Article X of this Agreement as if it had been an original Party hereto.

10.2 Conflicting Agreements. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Separation Agreement, this Agreement shall control with respect to the subject matter thereof.

10.3 Interest on Late Payments. With respect to any payment between the Parties pursuant to this Agreement not made by the due date set forth in this Agreement for such payment, the outstanding amount will accrue interest at a rate per annum equal to the rate in effect for underpayments under Section 6621 of the Code from such due date to and including the payment date.

10.4 Expenses. Except as otherwise provided in this Agreement, each Party and its Affiliates shall bear their own expenses incurred in connection with the preparation of Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this Agreement.

10.5 Successors. 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.

10.6 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 (and provided that the terms of Section 10.1 have been complied with).

10.7 Assignability. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party hereto 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 hereto so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant Party hereto 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 10.7 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

10.8 No Fiduciary Relationship. The duties and obligations of the Parties, and their respective successors and permitted assigns, contained herein are the extent of the duties and obligations contemplated by this Agreement; nothing in this Agreement is intended to create a fiduciary relationship between the Parties hereto, or any of their successors and permitted assigns, or create any relationship or obligations other than those explicitly described.

10.9 Further Assurances. Prior to, on, and after the Effective Time, each Party hereto shall cooperate with the other Party, at the expense of the requesting Party, to execute and deliver, or use its reasonable best efforts to cause to be executed and delivered, all instruments, including the execution and delivery to the other Party and its Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Party in accordance with Article VI, and to make all filings with any Governmental Entity, and to take all such other actions, as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement, in order to effectuate the provisions and purposes of this Agreement.

10.10 Survival. Notwithstanding any other provision of this Agreement to the contrary, all representations, covenants and obligations contained in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

10.11 Notices. All notices, requests, claims, demands and other communications under this Agreement 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 10.11):

If to Resideo, to:

Resideo Technologies, Inc.
16100 N 71st St., Suite 550
Scottsdale, AZ, 85254
Attention: General Counsel
Email:       [email protected]
                  [email protected]
 

with a copy to:
 

Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
Attention: Russell L. Leaf; Jared N. Fertman; Tej Prakash
Email:       [email protected]
                  [email protected]
                  [email protected]

If to ADI SpinCo, to:

ADI Global Distribution Inc.
275 Broadhollow Rd Suite 400
Melville, NY 11747
Attention: General Counsel
Email:       [email protected]

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:       [email protected]
                  [email protected]
                  [email protected]

10.12 Distribution Date. This Agreement shall become effective only upon the Distribution Date.

10.13 No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder 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.

10.14 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.

10.15 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.

10.16 Integration. This Agreement, together with each of the exhibits and schedules appended hereto, contains the entire agreement among the Parties with respect to the subject matter hereof, supersedes all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings among the Parties other than those set forth herein and in the Separation Agreement and the other Ancillary Agreements. This Agreement, the Separation Agreement, and the other Ancillary Agreements together govern the arrangements in connection with the Separation and the Distribution and would not have been entered into independently. In the event of any inconsistency between this Agreement and the Separation Agreement, or any other agreements relating to the transactions contemplated by the Separation Agreement, with respect to matters addressed herein, the provisions of this Agreement shall control (it being understood that the terms pursuant to which any transition services related to Tax matters shall be provided under the Transition Services Agreement shall be governed by the Transition Services Agreement).

10.17 Title and Headings. Titles and headings to sections herein are inserted for 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.

10.18 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.

10.19 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 law principles thereof.

10.20 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.

10.21 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).

10.22 Specific Performance. Subject to the provisions of Article IX, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its or their rights under this 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 the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any Action for specific performance for which a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

10.23 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

(b) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof.

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In witness whereof, the Parties hereto have duly executed this Agreement as of the day and year first above written.