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Resideo Tax Matters Agreement

The net proceeds from the sale of the debt securities should be used by the Company as part of its new Priority Guaranteed Credit Facilities, (i) to repay the intercompany debt of Honeywell or a Honeywell subsidiary for approximately $1.2 billion and (ii) for the payment of fees, fees and expenses related to the new priority secured credit facilities and the offer of notes. The proceeds of the offer of notes are held fiduciary until certain conditions in the trust agreement are met. We entered into the separation and distribution agreement with Honeywell prior to the distribution of shares. The Separation and Distribution Agreement defines our agreements with Honeywell on the main steps to be taken in relation to the spin-off. It also contains other agreements that govern aspects of our relationship with Honeywell after the spin-off. We have signed a staff business contract with Honeywell that deals with labour compensation and social benefits issues. The Personnel Affairs Agreement deals with the allocation and treatment of personnel-related assets and liabilities, as well as compensation and performance plans and programs in which our employees participated prior to separation. Unless the employment contract is specifically provided, we are generally responsible for all work and workers` compensation and all performance obligations to our employees, former employees and other service providers. In particular, we will take back certain assets and commitments relating to our current and former employees among certain Honeywells U.S. and non-U.S.

companies. (i) defined benefit pension plans (with assets and liabilities generally allocated on the basis of the formulas defined in the Agreement on Workers` Issues for each retirement plan) and (ii) unskilled life insurance plans and deferred compensation plans. As a general rule, unless provided for in the Transition Services Agreement, each of our employees will cease to actively participate in Honeywell`s compensation and performance plans from the spin-off.

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