17,000,000 Shares RESIDEO TECHNOLOGIES, INC. COMMON STOCK (par value $0.001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2020 • Resideo Technologies, Inc. • Wholesale-hardware • New York
Resideo Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 17,000,000 shares of its Common Stock, par value $0.001 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 2,550,000 shares of its Common Stock, par value $0.001 per share (the “Additional Shares”), if and to the extent that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Evercore Group L.L.C. (together with Morgan Stanley, the “Representatives”), as representatives of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of Common Stock, par value $0.001 per share, of the Company are hereinafter referred to
THIRD AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • November 20th, 2020 • Resideo Technologies, Inc. • Wholesale-hardware
This Third Amendment to INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of November 16th, 2020, by and between (i) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitee” or “Honeywell”), and (ii) Resideo Intermediate Holding Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitor”), amends that certain Indemnification and Reimbursement Agreement, dated October 14, 2018, by and between Honeywell and New HAPI Inc., a corporation organized under the Laws of the State of Delaware (subsequently assigned to Indemnitor) (as amended, the “Indemnification and Reimbursement Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Indemnification and Reimbursement Agreement or, if not defined therein, in the Current Credit Agreement (as amended by an amendment of the Current Credit Agreement, publicly filed by Resideo Tec
ContractSecond Amendment • November 20th, 2020 • Resideo Technologies, Inc. • Wholesale-hardware • New York
SECOND AMENDMENT (this “Amendment”), dated as of November 16, 2020, to the Credit Agreement dated as of October 25, 2018 (as amended by that certain First Amendment dated as of November 26, 2019 and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“Holdings”), RESIDEO HOLDING INC., a Delaware corporation (“U.S. HoldCo 1”), RESIDEO INTERMEDIATE HOLDING INC., a Delaware corporation (“U.S. HoldCo 2”), RESIDEO FUNDING INC., a Delaware corporation (the “Borrower”), the financial institutions party thereto as Lenders and Issuing Banks and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
