Amendment to Certificate of Incorporation. The Company shall use its reasonable best efforts to amend the Certificate of Incorporation pursuant to the Amendment to Certificate of Incorporation prior to the Closing.

Exhibit # Amendment to Certificate of Incorporation

Amendment to Certificate of Incorporation [Section 4.3(a)]

the Certificate of Incorporation of the Company shall have been amended pursuant to the Amendment to Certificate of Incorporation or the required notices shall have been delivered at the times required by the Certificate of Incorporation of the Company and the applicable waiting periods thereunder shall have ended.

amend any of the Organizational Documents of the Company or its Subsidiaries; provided, however, that the Company may amend the Certificate of Incorporation of the Company pursuant to the Amendment to Certificate of Incorporation;

amendment of the Certificate of Incorporation, Bylaws, or other organizational documents of QSHI;

Certificate of Incorporation and Bylaws. At the Effective Time, # the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and # the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law (and subject to [Section 7.6(b)]); provided, however, in each case, that the name of the corporation set forth therein shall be changed to the name of the Company.

Effective Date Certificate; Certified Certificate of Incorporation; Good Standing Certificate. The Administrative Agent shall have received # a certificate of the Company, dated the Effective Date, substantially in the form of [Exhibit F], with appropriate insertions and attachments, including the restated certificate of incorporation of the Company, certified by the relevant authority of the jurisdiction of organization of the Company, # a good standing certificate for the Company from its jurisdiction of organization and # a certificate of the Company, dated the Effective Date, to the effect that the conditions set forth in [[Section 5.2(b), (c) and (d)])])]])])] have been satisfied.

made any change or amendment in its certificate of incorporation or by-laws, or other governing instruments;

“Certificate of Incorporation” means the Restated Certificate of Incorporation of Xerox Corporation, as amended.