JOINDERAGREEMENT

EX-10.6 8 d260662dex106.htm EX-10.6 EX-10.6

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]