Conversion Ratio. Each share of Series C Preferred Stock shall be convertible, at the option of the Holder thereof, at any time and from time to time, and without the payment of additional consideration by the Holder thereof, into such number of fully paid and non-assessable shares of Common Stock equal to the ratio determined by dividing # the Stated Value of such share of Series C Preferred Stock by # the Series C Conversion Price (as defined below) in effect at the time of conversion (the “Conversion Ratio”). The “Series C Conversion Price” shall initially be ​. The Series C Conversion Price shall be subject to adjustment as provided in [Sections 5.4 through 5.8] below, and for the avoidance of doubt, any adjustment to the Series C Conversion Price as provided in [Section 5.4 through 5.8] below shall result in a concordant adjustment to the number of shares of Common Stock into which each share of Series C Preferred Stock may be converted pursuant to the formula set forth in the first sentence of this [Section 5.1.1] for determining the Conversion Ratio.

Applicable Conversion Ratio: ​

Conversion. In the event that the Loans become immediately due and payable on any date pursuant to [Article VI] or upon an Event of Default of the type described in [[clause (h) or (i) of Section 6.01]1]]1] with respect to ​, all amounts # that ​ is at the time or thereafter becomes required to reimburse or otherwise pay to the Administrative Agent in respect of LC Disbursements made under any Foreign Currency Letter of Credit (other than amounts in respect of which ​ has deposited cash collateral pursuant to paragraph # above, if such cash collateral was deposited in the applicable Foreign Currency to the extent so deposited or applied), # that ​ are at the time or thereafter become required to pay to the Administrative Agent and the Administrative Agent is at the time or thereafter becomes required to distribute to an Issuing Bank pursuant to paragraph # of this Section in respect of unreimbursed LC Disbursements made under any Foreign Currency Letter of Credit and # of each Lender’s participation in any Foreign Currency Letter of Credit under which an LC Disbursement has been made shall, automatically and with no further action required, be converted into the Dollar Amount, calculated using the Administrative Agent’s Exchange Rates on such date (or in the case of any LC Disbursement made after such date, on the date such LC Disbursement is made), of such amounts. On and after such conversion, all amounts accruing and owed to the Administrative Agent, any Issuing Bank or any Lender in respect of the obligations described in this paragraph shall accrue and be payable in Dollars at the rates otherwise applicable hereunder.

Conversion. After the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, at any time, and from time to time, into Conversion Shares at the option of the Holder. The Holder shall effect conversions by delivering to the ​ a Notice of Conversion, the form of which is attached hereto as [Annex A] (each, a “Notice of Conversion”), specifying therein the principal amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the ​ unless the entire principal amount of this Note, plus all accrued and unpaid interest thereon and other charges, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and the ​ shall maintain records showing the principal amount(s) converted in each conversion, the date of each conversion, and the Conversion Price in effect at the time of each conversion. The ​ may deliver an objection to any Notice of Conversion within two Trading Days (or the Standard Settlement Period as defined in the Purchase Agreement if a lessor period) of delivery of such Notice of Conversion. In the event of any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on the face hereof

Conversion. Borrower may convert LIBOR Rate Loans to Base Rate Loans at any time; provided, that in the event that LIBOR Rate Loans are converted or prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any prepayment through the required application by Agent of any payments or proceeds of Collateral in accordance with [Section 2.4(b)] or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, Borrower shall indemnify, defend, and hold Agent and the Lenders and their Participants harmless against any and all Funding Losses in accordance with [Section 2.12] (b)(ii).

Conversion. Outstanding Principal may be converted at the election of the Lender at any time into: # Series D Preferred Shares at the price of ​ per share; or # into restricted common stock of ​ at a price of a 60% discount to market based on the average closing price of the preceding five days. The right to convert the Outstanding Principal can be exercised up to five business days after the Borrower has tendered repayment of the Principal. Notwithstanding the above, Lender may not exercise its rights to convert the Outstanding Principal due hereunder into restricted shares of ​ common stock if such conversion would result in Lender, together with any affiliate thereof, beneficially owning (as determined in accordance with the Exchange Act) in excess of 9.99% of the then issued and outstanding shares of ​ common stock, including the shares issuable upon such conversion and held by the Lender after application of this Section. The provisions of this Section may be waived by Lender upon not less than 61 days prior notice to ​.

Conversion. If the outstanding principal and all accrued and unpaid interest on the debt hereof (the “Debt”) is not repaid by the Company in full by the Repayment Date, the Debt or any portion thereof may be converted at the option of the Holder, upon written notice to the Company at any time after the Repayment Date, into that number of shares of the Company’s Common Stock equal to the Debt or that portion thereof that the Holder elects to convert, divided by price per share of ​. This Note shall be cancelled on the date of conversion of the entirety of the Debt. Upon full conversion, the Holder shall surrender this Note at the principal office of the Company. Holder agrees to execute all necessary documents in connection with the conversion of this Note, including a stock purchase agreement containing standard representations and warranties, a 180 day “market stand-off” provision in the event of a public offering of the Company’s securities, and such other collateral documents and commercially standard agreements as the Company may reasonably request.

At the option of ​, at any time after the issuance date of the Note until the Note is no longer outstanding, the Principal Amount, together with all accrued and unpaid interest, in whole or in part, may be convertible into common shares of ​ at the conversion price of ​ per share.

For example, if the actual Distribution Ratio is 1 for 5 (i.e., one Conduent share for every five Xerox shares), the Conversion Price upon issuance would be ​ and the Conversion Rate would be 44.9438. The Conversion Rate will be left blank at signing (with the above explanatory footnote left in the signed document), and the Conversion Rate will be filled in once the Distribution Ratio is set.

Coverage Ratio. The Parent will not permit the ratio, determined as of the end of each fiscal quarter of the Parent, for the then most recently ended four fiscal quarters of # Consolidated EBITDA to # Consolidated Interest Expense (the “Interest Coverage Ratio”), to be less than 2.50 to 1.00. As of the date of this Agreement, pursuant to [Section 9.9], the minimum Interest Coverage Ratio shall be 3.00 to 1.00 in accordance with [Section 7.12(a)] of the Bank Credit Agreement. For purposes of clarification, so long as any of the Notes are outstanding, for purposes of this [Section 10.7(a)], the minimum Interest Coverage Ratio shall not be lower than 2.50 to 1.00.