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CONDUENT Inc Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 1st, 2023 • CONDUENT Inc • Services-business services, nec • New York

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

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PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN
Performance Restricted Stock Unit Award Agreement • May 3rd, 2023 • CONDUENT Inc • Services-business services, nec • Delaware

This Performance Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award Summary (the “Employee”), who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the Company, or such subsidiary or affiliate, the “Employer”).

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CREDIT AGREEMENT
Credit Agreement • November 4th, 2021 • CONDUENT Inc • Services-business services, nec • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of October 15, 2021, among Conduent Business Services, LLC, a Delaware limited liability company (the “Lead Borrower”), Conduent State & Local Solutions, Inc., a New York corporation (“CSLS Borrower” and together with the Lead Borrower, the “U.S. Borrowers”), Affiliated Computer Services International B.V., a private limited company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (the “Dutch Borrower” and together with the U.S. Borrowers, the “Borrowers”), Conduent Incorporated, a New York corporation (“Holdings”), the other Guarantors (such term and any other capitalized terms used but not defined in this introductory paragraph and the Preliminary Statements below are defined in Section 1.01 below) party hereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer, and each of the entities from time to time pa

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RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN
Restricted Stock Unit Award Agreement • May 3rd, 2023 • CONDUENT Inc • Services-business services, nec • Delaware

This Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award Summary (the “Employee”), who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the Company, or such subsidiary or affiliate, the “Employer”).

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RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED PERFORMANCE INCENTIVE PLAN
Restricted Stock Unit Award Agreement • February 28th, 2019 • CONDUENT Inc • Services-business services, nec • New York

AGREEMENT, by Conduent Incorporated, a New York corporation (the “Company”), dated as of the date that appears in the award summary that provides the 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 (the “Employee”), who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the Company, or such subsidiary or affiliate, the “Employer”).

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SEPARATION AND DISTRIBUTION AGREEMENT by and between XEROX CORPORATION and CONDUENT INCORPORATED Dated as of , 2016
Separation and Distribution Agreement • September 26th, 2016 • CONDUENT Inc • Services-business services, nec • New York

SEPARATION AND DISTRIBUTION AGREEMENT, dated as of , 2016, by and between XEROX CORPORATION, a New York corporation (“Xerox”), and CONDUENT INCORPORATED, a New York corporation (“Conduent”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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CUSTODIAL TRANSFER AND ASSET PURCHASE AGREEMENT by and between CONDUENT BUSINESS SERVICES, LLC and HEALTHEQUITY, INC. dated as of September 18, 2023
Asset Purchase Agreement • September 19th, 2023 • CONDUENT Inc • Services-business services, nec • Delaware

This CUSTODIAL TRANSFER AND ASSET PURCHASE AGREEMENT, dated as of September 18, 2023 (this “Agreement”), is by and between Conduent Business Services, LLC, a Delaware limited liability company (“Seller”), and HealthEquity, Inc., a Delaware corporation (“Buyer”).

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EXCHANGE AGREEMENT by and among XEROX CORPORATION, CONDUENT INCORPORATED and DARWIN A. DEASON Dated as of October 27, 2016
Exchange Agreement • October 28th, 2016 • CONDUENT Inc • Services-business services, nec • New York

EXCHANGE AGREEMENT, dated as of October 27, 2016 (this “Agreement”), by and among XEROX CORPORATION, a New York corporation (“Xerox”), CONDUENT INCORPORATED, a New York corporation (“Conduent”), and Darwin A. Deason (“Deason”).

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PERFORMANCE STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED PERFORMANCE INCENTIVE PLAN
Performance Stock Unit Award Agreement • February 28th, 2019 • CONDUENT Inc • Services-business services, nec • New York

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

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PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN
Performance Restricted Stock Unit Award Agreement • May 2nd, 2024 • CONDUENT Inc • Services-business services, nec • Delaware

separate terms and data processing practices with Morgan Stanley, which is a condition to the Employee's ability to participate in the Plan.

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TRANSITION SERVICES AGREEMENT by and between XEROX CORPORATION and CONDUENT INCORPORATED Dated as of , 2016
Transition Services Agreement • September 26th, 2016 • CONDUENT Inc • Services-business services, nec • New York

TRANSITION SERVICES AGREEMENT (this “Agreement”) , dated as of , 2016, by and between XEROX CORPORATION, a New York corporation (“Xerox”), and CONDUENT INCORPORATED, a New York corporation (“Conduent”).

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TRADEMARK LICENSE AGREEMENT among XEROX CORPORATION and XEROX OVERSEAS, INC. and CONDUENT INCORPORATED Dated as of December 30, 2016
Trademark License Agreement • January 3rd, 2017 • CONDUENT Inc • Services-business services, nec • New York

THIS TRADEMARK LICENSE AGREEMENT is dated as of December 30, 2016 (this “Agreement”), among XEROX CORPORATION, a New York corporation (“Xerox”), XEROX OVERSEAS, INC., a Delaware corporation (together with Xerox, “Licensor”), and CONDUENT INCORPORATED, a New York corporation (“Licensee”).

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INTELLECTUAL PROPERTY AGREEMENT by and between XEROX CORPORATION and CONDUENT INCORPORATED Dated as of , 2016
Intellectual Property Agreement • September 26th, 2016 • CONDUENT Inc • Services-business services, nec • New York

THIS INTELLECTUAL PROPERTY AGREEMENT is dated as of , 2016 (this “Agreement”), by and between XEROX CORPORATION, a New York corporation (“Xerox”), and CONDUENT INCORPORATED, a New York corporation (“Conduent”).

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TAX MATTERS AGREEMENT by and between XEROX CORPORATION and CONDUENT INCORPORATED As of , 2016
Tax Matters Agreement • October 28th, 2016 • CONDUENT Inc • Services-business services, nec • New York

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of , 2016, by and between XEROX CORPORATION, a New York corporation (“Parent”), and CONDUENT INCORPORATED, a New York corporation and a wholly owned subsidiary of Parent (“Spinco” and, together with Parent, the “Parties”).

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PERFORMANCE SHARE AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED PERFORMANCE INCENTIVE PLAN (ELTIP)
Performance Share Award Agreement • March 29th, 2017 • CONDUENT Inc • Services-business services, nec • New York

AGREEMENT, by Conduent Incorporated, a New York corporation (the “Company”), dated as of the date that appears in the award summary that provides the value (or number of Performance Shares) and vesting provisions of the award (the “Award Summary”), in favor of the individual whose name appears on the Award Summary (the “Employee”), who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the Company, or such subsidiary or affiliate, the “Employer”).

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CREDIT AGREEMENT dated as of December 7, 2016 among CONDUENT INCORPORATED, as Holdings, XEROX BUSINESS SERVICES, LLC, as the U.S. Borrower, AFFILIATED COMPUTER SERVICES INTERNATIONAL B.V., as the Dutch Borrower, CONDUENT FINANCE, INC., THE LENDERS...
Credit Agreement • December 9th, 2016 • CONDUENT Inc • Services-business services, nec • New York

CREDIT AGREEMENT (this “Agreement”) dated as of December 7, 2016, among CONDUENT INCORPORATED, XEROX BUSINESS SERVICES, LLC, AFFILIATED COMPUTER SERVICES INTERNATIONAL B.V., CONDUENT FINANCE, INC., the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement • February 19th, 2019 • CONDUENT Inc • Services-business services, nec • Texas
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INTELLECTUAL PROPERTY AGREEMENT by and between XEROX CORPORATION and CONDUENT INCORPORATED Dated as of December 30, 2016
Intellectual Property Agreement • January 3rd, 2017 • CONDUENT Inc • Services-business services, nec • New York

THIS INTELLECTUAL PROPERTY AGREEMENT is dated as of December 30, 2016 (this “Agreement”), by and between XEROX CORPORATION, a New York corporation (“Xerox”), and CONDUENT INCORPORATED, a New York corporation (“Conduent”).

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FIRST INCREMENTAL AGREEMENT
First Incremental Agreement • March 10th, 2017 • CONDUENT Inc • Services-business services, nec • New York

This FIRST INCREMENTAL AGREEMENT, dated as of January 3, 2017 (this “First Incremental Agreement”), by and among JPMORGAN CHASE BANK, N.A., as the Administrative Agent (the “Administrative Agent”), XEROX BUSINESS SERVICES, LLC, a Delaware limited liability company (the “U.S. Borrower”), the other Loan Parties party hereto and the initial lenders party hereto (the “Initial Lenders”).

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AGREEMENT
Separation Agreement • August 15th, 2016 • CONDUENT Inc • Services-business services, nec

This Agreement, dated 5:00 p.m, New York City time, on January 28, 2016 (this “Agreement”), is by and among the persons and entities listed on Schedule A hereto (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group) and Xerox Corporation (the “Company”).

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FIRST AMENDMENT TO SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement • May 6th, 2019 • CONDUENT Inc • Services-business services, nec

WHEREAS, on February 18, 2019 (i) the State of Texas, (ii) the Texas Health and Human Services Commission (“HHSC”), and (iii) Xerox Corporation, Conduent Incorporated, Conduent Business Services, LLC, and Conduent State Healthcare, LLC (“Conduent Healthcare”) (collectively, DEFENDANTS”) entered into their Settlement Agreement and Release (the “Settlement Agreement and Release”);

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THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • August 8th, 2018 • CONDUENT Inc • Services-business services, nec • New York

This Third Supplemental Indenture (this “Supplemental Indenture”), dated as of June 1, 2018, between CGSLGS Holdings, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), an affiliate of Conduent Finance, Inc., a Delaware corporation, or Conduent Business Services, LLC (f/k/a Xerox Business Services, LLC), a Delaware limited liability company (collectively, the “Issuers”), and U.S. Bank National Association, as trustee (the “Trustee”).

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • August 8th, 2018 • CONDUENT Inc • Services-business services, nec • New York

This First Supplemental Indenture (this “Supplemental Indenture”), dated as of January 9, 2018, between CVO Holding Company, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), an affiliate of Conduent Finance, Inc., a Delaware corporation, or Conduent Business Services, LLC (f/k/a Xerox Business Services, LLC), a Delaware limited liability company (collectively, the “Issuers”), and U.S. Bank National Association, as trustee (the “Trustee”).

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FIRST AMENDMENT TO CUSTODIAL TRANSFER AND ASSET PURCHASE AGREEMENT
Custodial Transfer and Asset Purchase Agreement • August 7th, 2024 • CONDUENT Inc • Services-business services, nec

THIS FIRST AMENDMENT TO CUSTODIAL TRANSFER AND ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of March 7, 2024 (the “Effective Date”), by and between HealthEquity, Inc., a Delaware corporation (“Buyer”) and Conduent Business Services, LLC, a Delaware limited liability company (“Seller”).

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PURCHASE AGREEMENT
Purchase Agreement • June 10th, 2024 • CONDUENT Inc • Services-business services, nec • New York

This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 8, 2024, by and among Conduent Incorporated, a New York corporation (the “Company”), on the one hand, and Mr. Carl C. Icahn, an individual, and certain affiliated entities of Mr. Icahn that are signatories hereto and listed on Schedule A hereto (each such signatory hereto is referred to herein as a “Seller” and collectively, the “Sellers” or the “Icahn Group”), on the other hand.

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CONDUENT FINANCE, INC., XEROX BUSINESS SERVICES, LLC, CONDUENT INCORPORATED AND THE OTHER GUARANTORS NAMED ON SCHEDULE I HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 7, 2016 10.500% SENIOR NOTES DUE 2024
Indenture • December 9th, 2016 • CONDUENT Inc • Services-business services, nec • New York

INDENTURE, dated as of December 7, 2016, among Conduent Finance, Inc. (“Finance Co”), a Delaware corporation, and Xerox Business Services, LLC (“XBS”), a Delaware limited liability company (collectively, the “Issuers” and each an “Issuer”), Conduent Incorporated (“Parent”), a New York corporation, the other Guarantors (as defined herein) listed on Schedule I hereto and U.S. Bank National Association, as Trustee.

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Conduent Incorporated Unaudited Pro Forma Condensed Consolidated Financial Statements
Custodial Transfer and Asset Purchase Agreement • March 13th, 2024 • CONDUENT Inc • Services-business services, nec

As previously announced on September 19, 2023, Conduent Incorporated ("Conduent" or the “Company”), by and through its wholly owned subsidiary, Conduent Business Services, LLC ("CBS"), entered into a Custodial Transfer and Asset Purchase Agreement (the "Purchase Agreement") with HealthEquity, Inc. ("HealthEquity"), to transfer its BenefitWallet health savings account ("HSA") and medical savings account ("MSA") portfolio (collectively, the “Business”) to HealthEquity (the "Transfer"). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Purchase Agreement.

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AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • June 28th, 2018 • CONDUENT Inc • Services-business services, nec • New York

CREDIT AGREEMENT (this “Agreement”) dated as of December 7, 2016, among CONDUENT INCORPORATED, CONDUENT BUSINESS SERVICES, LLC (f/k/a XEROX BUSINESS SERVICES, LLC), AFFILIATED COMPUTER SERVICES INTERNATIONAL B.V., CONDUENT FINANCE, INC., the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • October 10th, 2017 • CONDUENT Inc • Services-business services, nec

This AMENDMENT NO. 2, dated as of October 10, 2017 (this “Amendment”), to the Credit Agreement, dated as of December 7, 2016 (as amended by Amendment No. 1, dated as of April 7, 2017, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Conduent Incorporated, a New York corporation (“Holdings”), Conduent Business Services, LLC (f/k/a Xerox Business Services, LLC), a Delaware limited liability company (the “U.S. Borrower”), Affiliated Computer Services International B.V., a private limited company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, having its official seat in Amsterdam, the Netherlands and registered in the Trade Register of the Dutch Chamber of Commerce under number 34160388 (the “Dutch Borrower” and, together with the U.S. Borrower, the “Borrowers”), Conduent Finance, Inc., a Delaware corporation (“Conduent Finance”), the Lenders or other financial institu

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RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED PERFORMANCE INCENTIVE PLAN
Restricted Stock Award Agreement • March 29th, 2017 • CONDUENT Inc • Services-business services, nec • New York

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

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INDENTURE
Indenture • November 4th, 2021 • CONDUENT Inc • Services-business services, nec • New York

INDENTURE, dated as of October 15, 2021, among Conduent Business Services, LLC, a Dela- ware limited liability company (the “Lead Issuer”), Conduent State & Local Solutions, Inc., a New York corporation (“CSLS”), Conduent Incorporated, a New York corporation (“Holdings”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto, and U.S. Bank National Association, a national banking association, as Trustee, Registrar, Notes Collateral Agent, Transfer Agent and Paying Agent.

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CONDUENT BUSINESS SERVICES, LLC, THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee 10.500% SENIOR NOTES DUE 2024 FIFTH SUPPLEMENTAL INDENTURE DATED AS OF JULY 12, 2018
Fifth Supplemental Indenture • July 13th, 2018 • CONDUENT Inc • Services-business services, nec • New York
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SHAREHOLDERS AGREEMENT
Shareholder Agreement • December 19th, 2018 • CONDUENT Inc • Services-business services, nec

This Shareholders Agreement, dated December 18, 2018 (this “Agreement”), is by and between Darwin Deason (“Deason”) and Conduent Incorporated (the “Company”).

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RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN
Restricted Stock Unit Award Agreement • May 2nd, 2024 • CONDUENT Inc • Services-business services, nec • Delaware

This Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award Summary (the “Employee”), who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the Company, or such subsidiary or affiliate, the “Employer”).

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SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • February 27th, 2020 • CONDUENT Inc • Services-business services, nec • New Jersey

This Separation Agreement and General Release (this "Agreement") is entered into by and among Conduent Business Services, LLC, its parent, subsidiaries, subdivisions and affiliates, (collectively, "Conduent" or "Company"), and Jeffrey Friedel ("Employee").

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