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
AGREEMENT AND PLAN OF MERGER dated as of April 14, 2024, among RESIDEO TECHNOLOGIES, INC., POP ACQUISITION INC. and SNAP ONE HOLDINGS CORP.Merger Agreement • April 15th, 2024 • Resideo Technologies, Inc. • Wholesale-hardware • Delaware
AGREEMENT AND PLAN OF MERGER dated as of April 14, 2024 (this “Agreement”), by and among Resideo Technologies, Inc., a Delaware corporation (“Parent”), Pop Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Snap One Holdings Corp., a Delaware corporation (the “Company”). Unless expressly stated otherwise, Parent, Merger Sub and the Company are referred to in this Agreement individually as a “party” and collectively as the “parties.”
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 24, 2024 (this “Third Amendment”), to the Amended and Restated Credit Agreement dated as of February 12, 2021 (as amended by that certain First Amendment to Amended and Restated...Credit Agreement • May 28th, 2024 • Resideo Technologies, Inc. • Wholesale-hardware • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 12, 2021 (this “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 (“Borrower”), the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 4th, 2023 • Resideo Technologies, Inc. • Wholesale-hardware • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 12, 2021 (this “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 (“Borrower”), the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
RESIDEO TECHNOLOGIES, INC. and [_____], as Trustee INDENTURE Dated as of [_____]Indenture • November 16th, 2020 • Resideo Technologies, Inc. • Wholesale-hardware • New York
INDENTURE, dated as of [_____] between Resideo Technologies, Inc., a Delaware corporation (the “Company”), and [_____], a [_____] (the “Trustee”). Each party agrees as follows for the benefit of each other party and for the equal and ratable benefit of the Holders of the Company’s debentures, notes or other evidences of unsecured indebtedness to be issued in one or more series (“Securities”):
TRANSITION SERVICES AGREEMENT by and between HONEYWELL INTERNATIONAL INC. and ADEMCO INC. Dated as of October 19, 2018Transition Services Agreement • October 19th, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of October 19, 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and ADEMCO INC., a Delaware corporation (“Homes Subsidiary”).
AMENDED AND RESTATED 2018 STOCK INCENTIVE PLAN OF RESIDEO TECHNOLOGIES, INC. AND ITS AFFILIATESRestricted Stock Unit Agreement • May 2nd, 2024 • Resideo Technologies, Inc. • Wholesale-hardware • Delaware
RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) as of the Award Date between Resideo Technologies, Inc. (the “Company”) and the Participant.
EMPLOYEE MATTERS AGREEMENT By and Between HONEYWELL INTERNATIONAL INC. and RESIDEO TECHNOLOGIES, INC. Dated as of October 19, 2018Employee Matters Agreement • October 19th, 2018 • Resideo Technologies, Inc. • Wholesale-hardware
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of October 19, 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“SpinCo”, and together with Honeywell, the “Parties”).
RESIDEO FUNDING INC., as Issuer THE GUARANTORS PARTY HERETO, as Guarantors DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Registrar, Paying Agent and Authenticating Agent 6.125% SENIOR NOTES DUE 2026...Indenture • October 19th, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • New York
This INDENTURE, dated as of October 19, 2018 (this “Indenture”), is by and among Resideo Funding Inc., a Delaware corporation (the “Issuer”), the Guarantors party hereto, Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as registrar (“Registrar”), paying agent (“Paying Agent”) and authenticating agent (“Authenticating Agent”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between HONEYWELL INTERNATIONAL INC. and RESIDEO TECHNOLOGIES, INC. Dated as of October 19, 2018Separation and Distribution Agreement • October 19th, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • New York
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of October 19, 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
ContractTax Matters Agreement • October 19th, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • New York
TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 19, 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“HII”), and RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“SpinCo”, and HII and SpinCo, collectively, the “Parties”).
AMENDED AND RESTATED 2018 STOCK INCENTIVE PLAN OF RESIDEO TECHNOLOGIES, INC. AND ITS AFFILIATES FORM OF PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • November 1st, 2022 • Resideo Technologies, Inc. • Wholesale-hardware • Delaware
PERFORMANCE STOCK UNIT AGREEMENT (this “Agreement”) as of the [DAY] day of [MONTH, YEAR] (the “Award Date”) between Resideo Technologies, Inc. (the “Company”) and [EMPLOYEE NAME] (the “Participant”).
INDEMNIFICATION AND REIMBURSEMENT AGREEMENT BY AND AMONG NEW HAPI INC. AND HONEYWELL INTERNATIONAL INC. Dated as of October 14, 2018Indemnification & Liability • October 15th, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • New York
This INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated October 14, 2018, by and among (i) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitee” or “Honeywell”) and (ii) New HAPI Inc., a corporation organized under the Laws of the State of Delaware and a direct wholly owned subsidiary of Indemnitee (“Indemnitor” and, together with Indemnitee, the “Parties” and each, a “Party”).
PATENT CROSS-LICENSE AGREEMENT BY AND BETWEEN HONEYWELL INTERNATIONAL INC. AND RESIDEO TECHNOLOGIES, INC.Patent Cross-License Agreement • October 19th, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • New York
This Patent Cross-License Agreement (this “Agreement”) is made and entered into as of October 19, 2018 by and between Honeywell International Inc., a Delaware corporation (“Honeywell”), and Resideo Technologies, Inc., a Delaware corporation (“Homes” or “SpinCo”) and shall become effective as of the Distribution Date (as defined below). Honeywell and Homes are referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF PERFORMANCE UNIT AGREEMENTPerformance Unit Agreement • March 18th, 2019 • Resideo Technologies, Inc. • Wholesale-hardware • Delaware
PERFORMANCE UNIT AGREEMENT (this “Agreement”) as of the [DAY] day of [MONTH, YEAR] (the “Award Date”) between Resideo Technologies, Inc. (the “Company”) and [EMPLOYEE NAME] (the “Participant”).
TRADEMARK LICENSE AGREEMENT BY AND BETWEEN HONEYWELL INTERNATIONAL INC. AND RESIDEO TECHNOLOGIES, INC.Trademark License Agreement • October 19th, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • New York
AGREEMENT is made and entered into as of the 19th day of October, 2018, between Honeywell International Inc., a corporation of the state of Delaware, U.S.A., having offices located at 115 Tabor Road, Morris Plains, NJ 07950 (“Licensor”) and Resideo Technologies, Inc., located at 1985 Douglas Drive North, Golden Valley, Minnesota 55422 (“Resideo”), on behalf of itself and its wholly-owned Subsidiaries (as hereafter defined) that are listed on Attachment A (each of Resideo and such wholly-owned Subsidiaries, a “Licensee”) and shall become effective as of the Distribution Date (as hereafter defined).
NONEMPLOYEE DIRECTORS OF RESIDEO TECHNOLOGIES, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 7th, 2020 • Resideo Technologies, Inc. • Wholesale-hardware • Delaware
RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) as of 02Dec2019 (the “Award Date”) between Resideo Technologies, Inc. (the “Company”) and Andrew Teich.
INVESTMENT AGREEMENT dated as of April 14, 2024 by and among Resideo Technologies, Inc., CD&R Channel Holdings, L.P. and Clayton, Dubilier & Rice Fund XII, L.P. (solely for purposes of Section 4.10)Investment Agreement • April 15th, 2024 • Resideo Technologies, Inc. • Wholesale-hardware • Delaware
INVESTMENT AGREEMENT, dated as of April 14, 2024 (this “Agreement”), by and among Resideo Technologies, Inc., a Delaware corporation (the “Company”), CD&R Channel Holdings, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”), and, solely for purposes of Section 4.10 hereof, Clayton, Dubilier & Rice Fund XII, L.P., a Cayman Islands exempted limited partnership (the “CD&R Fund”).
AMENDMENT AND RESTATEMENT AGREEMENT, dated as of February 12, 2021 (this “Amendment and Restatement Agreement”), to the Credit Agreement dated as of October 25, 2018 (as amended by that certain First Amendment dated as of November 26, 2019 and that...Credit Agreement • February 17th, 2021 • Resideo Technologies, Inc. • Wholesale-hardware • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 25, 2018February 12, 2021 (this “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 (“Borrower”), the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
REGISTRATION RIGHTS AGREEMENT of RESIDEO TECHNOLOGIES, INC. dated as of June 14, 2024Registration Rights Agreement • June 18th, 2024 • Resideo Technologies, Inc. • Wholesale-hardware • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 14, 2024, by and among Resideo Technologies, Inc., a Delaware corporation (the “Company”), CD&R Channel Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Investor”), and any Person who becomes a party hereto pursuant to Section 8(d) (each such party and CD&R Investor, a “CD&R Stockholder” and collectively, the “CD&R Stockholders”). Capitalized terms used herein shall have the meaning assigned to such terms in the text of this Agreement or in Section 1.
FOR NON-EMPLOYEE DIRECTORS OF RESIDEO TECHNOLOGIES, INC. FORM OF STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • December 6th, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • Delaware
STOCK OPTION AWARD AGREEMENT (this “Agreement”) made as of the [DAY] day of [MONTH, YEAR] (the “Date of Grant”) between Resideo Technologies, Inc. (the “Company”) and [DIRECTOR NAME] (the “Director”).
INDEMNIFICATION AND REIMBURSEMENT AGREEMENT BY AND AMONG NEW HAPI INC. AND HONEYWELL INTERNATIONAL INC. Dated as of October 14, 2018Indemnification and Reimbursement Agreement • February 25th, 2021 • Resideo Technologies, Inc. • Wholesale-hardware • New York
This INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated October 14, 2018, by and among (i) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitee” or “Honeywell”) and (ii) New HAPI Inc., a corporation organized under the Laws of the State of Delaware and a direct wholly owned subsidiary of Indemnitee (“Indemnitor” and, together with Indemnitee, the “Parties” and each, a “Party”).
FORM OF STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • May 7th, 2020 • Resideo Technologies, Inc. • Wholesale-hardware • Delaware
STOCK OPTION AWARD AGREEMENT (this “Agreement”) made as of the [DAY] day of [MONTH, YEAR] (the “Grant Date”), between Resideo Technologies, Inc. (the “Company”) and [EMPLOYEE NAME] (“Participant”).
OF RESIDEO TECHNOLOGIES, INC. AND ITS AFFILIATES FORM OF STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • December 6th, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • Delaware
STOCK OPTION AWARD AGREEMENT (this “Agreement”) made as of the [DAY] day of [MONTH, YEAR] (the “Grant Date”), between Resideo Technologies, Inc. (the “Company”) and [EMPLOYEE NAME] (“Participant”).
FOURTH AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • February 17th, 2021 • Resideo Technologies, Inc. • Wholesale-hardware
This Fourth Amendment to INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of February 12, 2021, 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 (A) Honeywell and (B) New HAPI Inc., a corporation organized under the Laws of the State of Delaware (subsequently assigned to Indemnitor), as amended from time to time prior to the date hereof (as so 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.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 28th, 2022 • Resideo Technologies, Inc. • Wholesale-hardware • New York
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 28, 2022 (this “Amendment”), among Resideo Funding Inc., a Delaware corporation (the “Borrower”), 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”), the other guarantors party hereto, each First Amendment Term Lender (as defined below) party hereto and JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent, which amends that certain Amended and Restated Credit Agreement, dated as of February 12, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”, and as further amended by this Amendment, the “Amended Credit Agreement”), among the Borrower, Holdings, U.S. Holdco 1, U.S. Holdco 2, each Lender from time to time party thereto, each Issuing Bank party ther
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
RESIDEO TECHNOLOGIES, INC. NON-EMPLOYEE DIRECTOR FORM OF DEFERRED STOCK UNIT AGREEMENT (DEFERRED DIRECTOR FEES)Deferred Stock Unit Agreement • November 6th, 2019 • Resideo Technologies, Inc. • Wholesale-hardware • Delaware
DEFERRED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of the [DAY] day of [MONTH, YEAR] (the “Award Date”) between Resideo Technologies, Inc. (the “Company”) and [DIRECTOR NAME]. Capitalized terms used in this Agreement have the meaning set forth in the Resideo Deferred Compensation Plan for Non-Employee Directors (the “Deferred Compensation Plan”), unless otherwise stated in this Agreement.
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • May 3rd, 2023 • Resideo Technologies, Inc. • Wholesale-hardware • New York
Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of April 11, 2023, among BTX Technologies, Inc., a New York corporation (the “Guaranteeing Subsidiary”), Resideo Funding Inc. (the “Issuer”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”). The Guaranteeing Subsidiary is a subsidiary of Resideo Technologies, Inc., one of the Guarantors (as defined in the Indenture referred to below) and the parent company of the Issuer.
AMENDED AND RESTATED FIFTH AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • June 18th, 2024 • Resideo Technologies, Inc. • Wholesale-hardware
This Amended and Restated Fifth Amendment to INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of June 14, 2024, 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 (A) Honeywell and (B) New HAPI Inc., a corporation organized under the Laws of the State of Delaware (subsequently assigned to Indemnitor), as amended from time to time prior to the date hereof (as so 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.
EQUITY PURCHASE AGREEMENT BY AND BETWEEN NEWELL BRANDS INC. ANDEquity Purchase Agreement • February 7th, 2022 • Resideo Technologies, Inc. • Wholesale-hardware • Delaware
This EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of February 6, 2022 (the “Effective Date”), is by and between Newell Brands Inc., a Delaware corporation (“Parent”), and Resideo Technologies, Inc., a Delaware corporation (“Purchaser”). Parent and Purchaser are each sometimes referred to herein as a “Party” or collectively as the “Parties”.
AMENDED AND RESTATED 2018 STOCK INCENTIVE PLAN OF RESIDEO TECHNOLOGIES, INC. AND ITS AFFILIATES OMNIBUS AMENDMENT TO PERFORMANCE STOCK UNIT AGREEMENTSPerformance Stock Unit Agreement • November 1st, 2022 • Resideo Technologies, Inc. • Wholesale-hardware
This Amendment dated [DATE], 2022, amends the terms and conditions of the performance stock unit award agreements governing the terms of all performance stock units (PSUs) that have been granted under the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (the “Plan”) before the date hereof, by Resideo Technologies, Inc. (the “Company”), and you, as a holder of one or more PSUs (“Participant”). Unless otherwise defined in this Amendment, the capitalized terms used herein shall have the definitions set forth in the Plan or the Award Agreement.
SECOND AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • July 31st, 2020 • Resideo Technologies, Inc. • Wholesale-hardware
This Second Amendment to INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of July 28, 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 (A) Honeywell and (B) New HAPI Inc., a corporation organized under the Laws of the State of Delaware (subsequently assigned to Indemnitor), as amended by the First Amendment thereto, dated as of April 21, 2020 (the “First Amendment”) (as so 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.
FIRST AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • April 23rd, 2020 • Resideo Technologies, Inc. • Wholesale-hardware
This First Amendment to INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of April 21, 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 (i) Honeywell and (ii) 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
FIRST AMENDMENT TO TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 23rd, 2020 • Resideo Technologies, Inc. • Wholesale-hardware
This First Amendment to TRADEMARK LICENSE AGREEMENT (this “Amendment”), dated as of April 21, 2020, by and between (i) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Licensor” or “Honeywell”), and (ii) Resideo Technologies Inc., a corporation organized under the Laws of the State of Delaware (“Licensee”), amends that Trademark License Agreement, dated October 19, 2018, by and between (i) Honeywell and (ii) Licensee (as amended, the “Trademark License Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Trademark License Agreement.
