JOINDER AGREEMENT
Exhibit 10.6
EXECUTION VERSION
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. Xxxxxxx Xxxxxx | |
| Name: | J. Xxxxxxx Xxxxxx | |
| Title: | Vice President and General Counsel | |
| ACCEPTED: | ||
| XEROX CORPORATION | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxx | |
| Title: | Assistant Secretary | |
[Signature Page to Joinder to Conduent Nomination and Standstill Agreement]
| XX. XXXX X. ICAHN | ||
| /s/ Xxxx X. Icahn | ||
| Xxxx X. Icahn | ||
| HIGH RIVER LIMITED PARTNERSHIP | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| XXXXXX INVESTMENTS LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| BARBERRY CORP. | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| ICAHN PARTNERS LP | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| ICAHN PARTNERS MASTER FUND LP | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| ICAHN ENTERPRISES G.P. INC. | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| ICAHN ENTERPRISES HOLDINGS L.P. | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
[Signature Page to Joinder to Conduent Nomination and Standstill Agreement]
| IPH GP LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| ICAHN CAPITAL LP | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| ICAHN ONSHORE LP | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| ICAHN OFFSHORE LP | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| BECKTON CORP | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Authorized Signatory | |
| XX. XXXXXXXX XXXXXXXXXXX | ||
| /s/ Xxxxxxxx Xxxxxxxxxxx | ||
| Xxxxxxxx Xxxxxxxxxxx | ||
[Signature Page to Joinder to Conduent Nomination and Standstill Agreement]
