A description of
the material terms and conditions of these agreements can be
found in the section titled Certain Relationships and Related
Party Transactions of the Companys Information Statement, which
is filed as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference. Under the terms of, and subject
to the conditions set forth in, the Separation and Distribution
Agreement the Company transferred approximately $1,541million to
Xerox prior to the consummation of the Spin-Off (which, together
with certain amounts previously transferred to Xerox in
connection with the transfer of certain assets to the Company,
results in a total cash transfer to Xerox of approximately $1,820
million). In addition, so that the Company will be capitalized
with $225million of cash as of the Spin-Off, Xerox and the
Company have agreed to the extent the Companys actual cash
balance as of the Spin-Off is less than $225million that Xerox
will make a payment following the Spin-Off to the Company equal
to that shortfall and to the extent the Companys actual cash
balance as of the Spin-Off exceeds $225million that the Company
will make a payment following the Spin-Off to Xerox equal to that
excess. In addition, Xerox will transfer cash to the Company
following the Spin-Off to the extent Xeroxs cash balance as of
the Spin-Off, subject to certain adjustments, exceeds an agreed
amount.

The descriptions
of the Separation and Distribution Agreement, Transition Services
Agreement, Tax Matters Agreement, Employee Matters Agreement,
Intellectual Property Agreement and Trademark License Agreement
are qualified in their entirety by reference to the full text of
the Separation and Distribution Agreement, Transition Services
Agreement, Tax Matters Agreement, Employee Matters Agreement,
Intellectual Property Agreement and Trademark License Agreement,
which are attached as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4 and
10.5, respectively, to this Current Report on Form 8-K and
incorporated herein by reference.

Icahn
Agreement

On December31,
2016, the Company entered into a Joinder Agreement to a letter
agreement (the Icahn Agreement) entered into by Xerox with
Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore
LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn
Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton
Corp., High River Limited Partnership, Hopper Investments LLC,
Barberry Corp., Jonathan Christodoro and Carl C. Icahn
(collectively, the Icahn Group). Based on a Schedule 13D/A
filed with the SEC on June27, 2016 by Carl C. Icahn with respect
to Xerox common stock, the Company estimates that the Icahn Group
beneficially owned in excess of 5% of the Companys common stock
at the time of the Spin-Off. A copy of the Joinder Agreement is
filed as Exhibit 10.6 to this Current Report on Form 8-K and is
incorporated herein by reference.

Summaries of the
material terms and conditions of the Icahn Agreement can be found
in the sections titled Management and Description of our Capital
Stock of the Companys Information Statement, which is filed as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference. Those summaries do not purport to be
complete and are qualified in their entirety by reference to the
full text of the Icahn Agreement, filed as Exhibit 10.6 to
Amendment No.1 to the Companys Registration Statement on Form 10,
filed with the Securities and Exchange Commission on August15,
2016, and incorporated herein by reference.

to the Exchange
Agreement (the Exchange Agreement), dated October27, 2016,
by and among Xerox, the Company and Darwin A. Deason, 120,000
shares of Conduent Series A Convertible Perpetual Preferred
Stock, par value $0.01 per share (the Conduent Series A
Preferred Stock) were transferred to Mr.Deason immediately
following the completion of the complete legal and structural
separation of the Company from Xerox Corporation (the
Spin-Off). The exchange of Xerox Series A Convertible
Perpetual Preferred Stock for Conduent Series A Preferred Stock
was made in reliance upon the exemption from the registration
requirements of the Securities Act of 1933, as amended, to
Section 4(a)(2) thereof.

The disclosures
above are qualified in their entirety by, and are subject to, the
full text of the Exchange Agreement, which was filed as Exhibit
10.14 to Amendment No.5 to the Companys Registration Statement on
Form 10, filed with the Securities and Exchange Commission on
October28, 2016, which is incorporated herein by reference. The
rights, preferences and privileges of the Conduent Series A
Preferred Stock are described in the Restated Certificate of
Incorporation of the Company, a summary of which can be found in
the section titled Description of Our Capital Stock of the
Information Statement filed as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference. That
summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Restated
Certificate of Incorporation of the Company, filed as Exhibit 3.1
to the Companys Current Report on Form 8-K, filed with the Securities
and Exchange Commission on December22, 2016, and incorporated
herein by reference.