0001193125-24-283670 Sample Contracts

EQUITY PURCHASE AGREEMENT by and among XEROX CORPORATION, LEXMARK INTERNATIONAL II, LLC, AND NINESTAR GROUP COMPANY LIMITED DATED AS OF DECEMBER 22, 2024
Equity Purchase Agreement • December 23rd, 2024 • Xerox Corp • Computer peripheral equipment, nec • Delaware

This EQUITY PURCHASE AGREEMENT, dated as of December 22, 2024 (this “Agreement”), is entered into by and among (a) Ninestar Group Company Limited, an exempted limited liability company organized under the Laws of the Cayman Islands (“Seller”); (b) Xerox Corporation, a corporation organized under the Laws of New York (“Buyer”); and (c) Lexmark International II, LLC, a limited liability company organized under the Laws of Delaware (the “Company”). Except as otherwise indicated herein, capitalized terms used herein are defined in Appendix A hereof.

COMMITMENT LETTER
Commitment Letter • December 23rd, 2024 • Xerox Corp • Computer peripheral equipment, nec • Delaware

Reference is hereby made to that certain First Lien Term Loan Credit Agreement, dated as of November 17, 2023 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), by and among Xerox Holdings Corporation (“Holdings”), Xerox Corporation (the “Borrower” or “you”), each other party identified as a “Guarantor” on the signature pages thereto and JEFFERIES FINANCE LLC, as administrative agent for the lenders under the Existing Credit Agreement (in such capacity, the “Existing Administrative Agent”) and as collateral agent for the Secured Parties (as defined in the Existing Credit Agreement) under the Existing Credit Agreement (in such capacity, the “Existing Collateral Agent”).