Xerox Corp Sample Contracts

INDENTURE between
Indenture • July 17th, 1998 • Xerox Corp • Computer peripheral equipment, nec • New York
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Among
Credit Agreement • May 1st, 2007 • Xerox Corp • Computer peripheral equipment, nec • New York
W I T N E S S E T H - - - - - - - - - -
Rights Agreement • February 8th, 2000 • Xerox Corp • Computer peripheral equipment, nec • New York
THE DOCUMENT COMPANY XEROX
Separation Agreement • August 14th, 2000 • Xerox Corp • Computer peripheral equipment, nec

EXHIBIT 10 (P) Separation Agreement dated May 11, 2000 between Registrant and G. Richard Thoman, former President and Chief Executive Officer of Registrant.

AND
Indenture • October 1st, 1996 • Xerox Corp • Photographic equipment & supplies • New York
INDENTURE
Indenture • June 28th, 2002 • Xerox Corp • Computer peripheral equipment, nec • New York
XEROX HOLDINGS CORPORATION, the GUARANTORS from time to time parties hereto, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 11, 2024 3.75% Convertible Senior Notes due 2030
Indenture • March 12th, 2024 • Xerox Corp • Computer peripheral equipment, nec • New York

INDENTURE, dated as of March 11, 2024, between XEROX HOLDINGS CORPORATION, a New York corporation, as issuer (the “Company”), the GUARANTORS from time to time parties hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

VISIONEER, INC. VOTING AGREEMENT ----------------
Voting Agreement • March 12th, 1999 • Xerox Corp • Computer peripheral equipment, nec • Delaware
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and Xerox Holdings Corporation (“Counterparty”) as of the Trade Date specified...
Call Option Transaction • March 12th, 2024 • Xerox Corp • Computer peripheral equipment, nec

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated [______], 2024 (the “Offering Memorandum”) relating to the 3.75% Convertible Senior Notes due 2030 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD [350,000,000] (as increased by [up to]1 an aggregate principal amount of USD [50,000,000] [if and to the extent that]2[pursuant to the exercise by]3 the Initial Purchasers (as defined below) [exercise]4[of]5 their option to

XEROX CORPORATION, as ISSUER,
First Supplemental Indenture • June 21st, 2002 • Xerox Corp • Computer peripheral equipment, nec • New York
XEROX HOLDINGS CORPORATION, as issuer and the Guarantors from time to time parties hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE DATED AS OF MARCH 20, 2024 8.875% Senior Notes due 2029
Indenture • March 25th, 2024 • Xerox Corp • Computer peripheral equipment, nec • New York

INDENTURE, dated as of March 20, 2024 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among Xerox Holdings Corporation, a corporation organized under the laws of the State of New York, as issuer, the Guarantors from time to time parties hereto, and U.S. Bank Trust Company, National Association, as Trustee.

CONFORMED COPY REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • November 14th, 2000 • Xerox Corp • Computer peripheral equipment, nec • New York
Exhibit 10(p) STOCK PURCHASE AGREEMENT dated as of January 17, 1996
Stock Purchase Agreement • March 28th, 1996 • Xerox Corp • Photographic equipment & supplies • New York
AMENDMENT TO INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
Instrument of Resignation, Appointment and Acceptance • June 28th, 2002 • Xerox Corp • Computer peripheral equipment, nec
AGREEMENT PURSUANT TO XEROX HOLDINGS CORPORATION PERFORMANCE INCENTIVE PLAN
Omnibus Agreement • February 25th, 2021 • Xerox Corp • Computer peripheral equipment, nec • New York

AGREEMENT, by Xerox Holdings Corporation, a New York corporation (the “Company”), dated as of the date that appears in the award summary that provides the value (or number of Restricted Stock Units) and vesting provisions of the award (the “Award Summary”) in favor of the individual whose name appears on the Award Summary, who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the “Employee”).

RECITALS
Parent Voting Agreement • February 4th, 2000 • Xerox Corp • Computer peripheral equipment, nec • Delaware
Among XEROX CORPORATION as Borrower -- -------- and
Bridge Credit Agreement • May 1st, 2007 • Xerox Corp • Computer peripheral equipment, nec • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 9, 2017 Among
Credit Agreement • October 30th, 2017 • Xerox Corp • Computer peripheral equipment, nec • New York

PRELIMINARY STATEMENT. The Company, the lenders parties thereto and Citibank, as agent, are parties to the Credit Agreement dated as of March 18, 2014, as amended (the “Existing Credit Agreement”). Subject to the satisfaction of the conditions set forth in Section 3.01, the Company, the parties hereto and Citibank, as Agent, desire to amend and restate the Existing Credit Agreement as herein set forth.

EXHIBIT (4)(l)(2) GUARANTEE AND SECURITY AGREEMENT
Guarantee and Security Agreement • June 21st, 2002 • Xerox Corp • Computer peripheral equipment, nec • New York
XEROX CORPORATION and THE FIRST NATIONAL BANK OF BOSTON, Rights Agent Rights Agreement Dated as of April 7, 1997
Rights Agreement • February 22nd, 2005 • Xerox Corp • Computer peripheral equipment, nec • New York

RIGHTS AGREEMENT, dated as of April 7, 1997 (the “Agreement”), between XEROX CORPORATION, a New York corporation (the “Company”), and THE FIRST NATIONAL BANK OF BOSTON (the “Rights Agent”).

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EXHIBIT (4)(l)(1) AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 21st, 2002 • Xerox Corp • Computer peripheral equipment, nec • New York
FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 2nd, 2022 • Xerox Corp • Computer peripheral equipment, nec • New York

This Indemnification Agreement is dated as of ___________, 20__ (this “Agreement”) and is between Xerox Holdings Corporation, a New York corporation (the “Company”), and ____________ (“Indemnitee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 15th, 2012 • Xerox Corp • Computer peripheral equipment, nec • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of March 14, 2012 (this “Agreement”), is entered into by and between XEROX CORPORATION, a New York corporation (the “Company”), and EVERCORE TRUST COMPANY, N.A., solely in its capacity as duly appointed and acting investment manager (the “Manager”) of a segregated account held under the Xerox Corporation Trust Agreement to Fund Retirement Plans (the “Trust”) created under the Xerox Corporation Retirement Income Guarantee Plan (as from time to time amended, the “Plan”).

XSIP PERFORMANCE STOCK UNIT AWARD AGREEMENT
Performance Stock Unit Award Agreement • February 23rd, 2024 • Xerox Corp • Computer peripheral equipment, nec • New York

AGREEMENT, by Xerox Holdings Corporation, a New York corporation (the “Company”), dated <<Grant Date>>, (the “Grant Date”) in favor of <<First Name Last Name>> (“Employee”), who is an employee of the Company or of a subsidiary or affiliate thereof (collectively, the “Employer”).

Exhibit 10(o) STOCK PURCHASE AGREEMENT dated as of January 17, 1996
Stock Purchase Agreement • March 28th, 1996 • Xerox Corp • Photographic equipment & supplies • New York
AGREEMENT PURSUANT TO XEROX HOLDINGS CORPORATION PERFORMANCE INCENTIVE PLAN
Omnibus Agreement • July 30th, 2020 • Xerox Corp • Computer peripheral equipment, nec • New York

AGREEMENT, by Xerox Holdings Corporation, a New York corporation (the “Company”), dated as of the date that appears in the award summary that provides the number of options to purchase shares of common stock of the Company and vesting provisions of the award (the “Award Summary”) in favor of the individual whose name appears on the Award Summary, who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the “Employee”).

FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of November 17, 2023 among XEROX CORPORATION, as the Borrower, XEROX HOLDINGS CORPORATION, as Holdings, THE OTHER GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, and JEFFERIES FINANCE LLC, as...
First Lien Term Loan Credit Agreement • November 20th, 2023 • Xerox Corp • Computer peripheral equipment, nec • New York

FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of November 17, 2023 (as amended, restated, supplemented and/or otherwise modified from time to time, this “Agreement”), by and among, XEROX CORPORATION, a New York corporation (the “Borrower”), XEROX HOLDINGS CORPORATION, a New York corporation (“Holdings”), the other Guarantors from time to time party hereto, the Lenders party hereto from time to time and JEFFERIES FINANCE LLC (“Jefferies”), as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”), as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”).

AGREEMENT PURSUANT TO XEROX CORPORATION
Omnibus Agreement • February 15th, 2008 • Xerox Corp • Computer peripheral equipment, nec • New York

AGREEMENT, by Xerox Corporation, a New York corporation (the “Company”), dated as of the date which appears as the “Date of Agreement and Award” in the Award Summary attached hereto (the “Award Summary”) in favor of the individual whose name appears on the Award Summary, an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the “Employee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 7th, 2011 • Xerox Corp • Computer peripheral equipment, nec • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of September 6, 2011 (this “Agreement”), is entered into by and between XEROX CORPORATION, a New York corporation (the “Company”), and EVERCORE TRUST COMPANY, N.A., solely in its capacity as duly appointed and acting investment manager (the “Manager”) of a segregated account held under the Xerox Corporation Trust Agreement to Fund Retirement Plans (the “Trust”) created under the Xerox Corporation Retirement Income Guarantee Plan (as from time to time amended, the “Plan”).

AGREEMENT PURSUANT TO XEROX CORPORATION
Omnibus Agreement • February 27th, 2017 • Xerox Corp • Services-business services, nec • New York

AGREEMENT, by Xerox Corporation, a New York corporation (the “Company”), dated as of the date that appears in the applicable award summary that provides the value (or number of Performance Shares and Restricted Stock Units, as applicable) and vesting provisions of the applicable award (together, the “Award Summaries”) in favor of the individual whose name appears on the applicable Award Summary, who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the “Employee”).

XSIP RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO XEROX HOLDINGS CORPORATION PERFORMANCE INCENTIVE PLAN
Restricted Stock Unit Award Agreement • February 23rd, 2024 • Xerox Corp • Computer peripheral equipment, nec • New York

AGREEMENT, by Xerox Holdings Corporation, a New York corporation (the “Company”), dated <<Grant Date>> (the “Grant Date”) in favor of <<First Name>> <<Last Name>> (“Employee”), who is an employee of the Company or of a subsidiary or affiliate thereof (collectively, the “Employer”).

AGREEMENT PURSUANT TO XEROX HOLDINGS CORPORATION PERFORMANCE INCENTIVE PLAN
Omnibus Agreement • July 30th, 2020 • Xerox Corp • Computer peripheral equipment, nec • New York

AGREEMENT, by Xerox Holdings Corporation, a New York corporation (the “Company”), dated as of the date that appears in the applicable award summary that provides the value (or number of Performance Share Units, as applicable) and vesting provisions of the applicable award (together, the “Award Summaries”) in favor of the individual whose name appears on the applicable Award Summary, who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the “Employee”).

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