0001193125-16-751179 Sample Contracts

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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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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