Joinder Agreement to Conduent Nomination and Standstill Agreement among Conduent Incorporated, Xerox Corporation, and the Icahn Group
This agreement adds Conduent Incorporated as a party to an existing agreement between Xerox Corporation and the Icahn Group, effective upon the completion of a corporate separation. Conduent agrees to be bound by all terms and conditions applicable to "SpinCo" in the original agreement. The document is signed by representatives of Conduent, Xerox, and the Icahn Group, formalizing Conduent's obligations under the original agreement once the separation is effective.
Exhibit 10.6
EXECUTION VERSION
JOINDER AGREEMENT
WHEREAS, Xerox Corporation (the “Company”) has entered into that certain Agreement by and among the parties listed on Schedule A thereto (the “Icahn Group”) and the Company (the “Agreement”), dated January 28, 2016, a copy of which is attached hereto; and
WHEREAS, the Company is pursuing a Separation (as defined in the Agreement); and
WHEREAS, the Agreement requires that SpinCo execute and deliver to the Icahn Group this Joinder Agreement.
NOW, THEREFORE, the undersigned hereby joins in the Agreement and agrees that, immediately upon the Separation Effective Time (as defined in the Agreement), it shall be deemed to be “SpinCo” within the meaning of the Agreement and shall be bound by all of the terms and conditions of the Agreement applicable to SpinCo thereunder.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of December 31, 2016.
| SPINCO: | ||
| CONDUENT INCORPORATED, a New York corporation | ||
| By: | /s/ J. Michael Peffer | |
| Name: | J. Michael Peffer | |
| Title: | Vice President and General Counsel | |
| ACCEPTED: | ||
| XEROX CORPORATION | ||
| By: | /s/ Douglas H. Marshall | |
| Name: | Douglas H. Marshall | |
| Title: | Assistant Secretary | |
[Signature Page to Joinder to Conduent Nomination and Standstill Agreement]
| MR. CARL C. ICAHN | ||
| /s/ Carl C. Icahn | ||
| Carl C. Icahn | ||
| HIGH RIVER LIMITED PARTNERSHIP | ||
| By: | /s/ Keith Cozza | |
| Name: | Keith Cozza | |
| Title: | Authorized Signatory | |
| HOPPER INVESTMENTS LLC | ||
| By: | /s/ Keith Cozza | |
| Name: | Keith Cozza | |
| Title: | Authorized Signatory | |
| BARBERRY CORP. | ||
| By: | /s/ Keith Cozza | |
| Name: | Keith Cozza | |
| Title: | Authorized Signatory | |
| ICAHN PARTNERS LP | ||
| By: | /s/ Keith Cozza | |
| Name: | Keith Cozza | |
| Title: | Authorized Signatory | |
| ICAHN PARTNERS MASTER FUND LP | ||
| By: | /s/ Keith Cozza | |
| Name: | Keith Cozza | |
| Title: | Authorized Signatory | |
| ICAHN ENTERPRISES G.P. INC. | ||
| By: | /s/ Keith Cozza | |
| Name: | Keith Cozza | |
| Title: | Authorized Signatory | |
| ICAHN ENTERPRISES HOLDINGS L.P. | ||
| By: | /s/ Keith Cozza | |
| Name: | Keith Cozza | |
| Title: | Authorized Signatory | |
[Signature Page to Joinder to Conduent Nomination and Standstill Agreement]
| IPH GP LLC | ||
| By: | /s/ Keith Cozza | |
| Name: | Keith Cozza | |
| Title: | Authorized Signatory | |
| ICAHN CAPITAL LP | ||
| By: | /s/ Keith Cozza | |
| Name: | Keith Cozza | |
| Title: | Authorized Signatory | |
| ICAHN ONSHORE LP | ||
| By: | /s/ Keith Cozza | |
| Name: | Keith Cozza | |
| Title: | Authorized Signatory | |
| ICAHN OFFSHORE LP | ||
| By: | /s/ Keith Cozza | |
| Name: | Keith Cozza | |
| Title: | Authorized Signatory | |
| BECKTON CORP | ||
| By: | /s/ Keith Cozza | |
| Name: | Keith Cozza | |
| Title: | Authorized Signatory | |
| MR. JONATHAN CHRISTODORO | ||
| /s/ Jonathan Christodoro | ||
| Jonathan Christodoro | ||
[Signature Page to Joinder to Conduent Nomination and Standstill Agreement]
