W-24 THIS WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED...Warrant Agreement • June 3rd, 2005 • Scansoft Inc • Services-prepackaged software • New York
EXECUTION COPY AGREEMENT AND PLAN OF MERGERMerger Agreement • November 18th, 2004 • Scansoft Inc • Services-prepackaged software • New York
BY AND AMONGMerger Agreement • May 18th, 2007 • Nuance Communications, Inc. • Services-prepackaged software • Massachusetts
ScanSoft, Inc. ScanSoft, Inc. Stock option agreement (Non-Statutory Stock Option) This STOCK OPTION AGREEMENT (this "Option Agreement") is, made and entered into on the execution date of the Option Certificate to which it is attached (the...Stock Option Agreement • March 12th, 1999 • Scansoft Inc • Computer peripheral equipment, nec • Delaware
EXECUTION VERSION SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT, dated March 19, 2004 (this "Agreement"), by and among Xerox Imaging Systems, Inc., a Delaware corporation (the "Seller"), and Warburg Pincus Private Equity VIII, L.P.,...Securities Purchase Agreement • May 10th, 2004 • Scansoft Inc • Services-prepackaged software • New York
TOPurchase Agreement • February 7th, 2003 • Scansoft Inc • Services-prepackaged software
RECITALSStockholders Agreement • May 10th, 2004 • Scansoft Inc • Services-prepackaged software • Delaware
RECITALSAsset Purchase Agreement • January 14th, 1999 • Visioneer Inc • Computer peripheral equipment, nec • California
ASSET PURCHASE AGREEMENT (LOTS 1-3) BY AND AMONG SCANSOFT, INC. ANDAsset Purchase Agreement • December 27th, 2001 • Scansoft Inc • Services-prepackaged software • Delaware
RECITALSSettlement Agreement • October 21st, 2002 • Scansoft Inc • Services-prepackaged software • New York
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER, THE TRANSFERRED SUBSIDIARY AND THE LOCAL SELLERSPurchase Agreement • December 6th, 2002 • Scansoft Inc • Services-prepackaged software • New York
by and among AOL LLC,Stock Purchase Agreement • June 27th, 2007 • Nuance Communications, Inc. • Services-prepackaged software • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2002 • Scansoft Inc • Services-prepackaged software • New York
EXECUTION VERSION CREDIT AGREEMENT Dated as of March 31, 2006 As Amended and Restated on April 5, 2007Credit Agreement • April 11th, 2007 • Nuance Communications, Inc. • Services-prepackaged software • New York
1 Exhibit 10.25 VISIONEER, INC. LOAN AND SECURITY AGREEMENT 2 TABLE OF CONTENTSLoan and Security Agreement • August 13th, 1997 • Visioneer Inc • Computer peripheral equipment, nec • California
BY AND AMONGAgreement and Plan of Merger • February 7th, 2005 • Scansoft Inc • Services-prepackaged software • New York
September 16, 2002 To: All Directors and Officers of ScanSoft, Inc. ("Scansoft") Re: Lock-up Agreement Dear Ladies and Gentlemen: Reference is made to that certain Agreement dated as of the date hereof (the "Agreement"; capitalized terms used herein...Lock-Up Agreement • October 21st, 2002 • Scansoft Inc • Services-prepackaged software
Reference is made to that certain Agreement dated as of the date hereof (the "Agreement"; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement) by and among ScanSoft, Lernout & Hauspie Speech Products N.V., a corporation organized and existing under the laws of the Kingdom of Belgium ("L&H NV"), and L&H Holdings USA, Inc. a Delaware corporation that is a wholly-owned subsidiary of L&H NV ("L&H Holdings" and, together with L&H NV, the "Sellers"). Pursuant to Section 5.08 of the Agreement, ScanSoft agrees to cause certain of its officers and directors to enter into this Lock-up Agreement (this "Lock-up Agreement"). The undersigned acknowledges and agrees that as part of the consideration for the Sellers entering into the Agreement, ScanSoft has agreed to cause certain of its officers and directors, including the undersigned, to deliver this Lock-up Agreement.
BY AND AMONGMerger Agreement • February 27th, 2007 • Nuance Communications, Inc. • Services-prepackaged software • New York
1 Exhibit 10.14 LEASE AGREEMENTLease Agreement • April 2nd, 2001 • Scansoft Inc • Computer peripheral equipment, nec
Exhibit 4.9 NUANCE COMMUNICATIONS, INC. FORM OF STAND-ALONE STOCK OPTION AGREEMENT I. NOTICE OF STOCK OPTION GRANT You, __________, (the "Optionee"), have been granted a Nonstatutory Stock Option to purchase Common Stock of the Company, subject to the...Stock Option Agreement • October 8th, 2008 • Nuance Communications, Inc. • Services-prepackaged software • Delaware
VISIONEER, INC. VOTING AGREEMENT ----------------Voting Agreement • April 5th, 1999 • Scansoft Inc • Computer peripheral equipment, nec • Delaware
EXHIBIT 10.4 SIXTH LOAN MODIFICATION AGREEMENT This Sixth Loan Modification Agreement (this "Loan Modification Agreement") is entered into as of March 29, 2005, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place...Loan Modification Agreement • May 10th, 2005 • Scansoft Inc • Services-prepackaged software
RECITALSManagement Services Agreement • January 14th, 1999 • Visioneer Inc • Computer peripheral equipment, nec • California
WARRANT TO PURCHASE COMMON STOCK OF SCANSOFT, INC.Warrant Agreement • June 17th, 2003 • Scansoft Inc • Services-prepackaged software • Massachusetts
AMENDMENT NO. 2 TOPurchase Agreement • February 7th, 2003 • Scansoft Inc • Services-prepackaged software
WITNESSETH:Amendment Agreement • April 11th, 2007 • Nuance Communications, Inc. • Services-prepackaged software • New York
Exhibit 10.19 SOFTWARE LICENSE AGREEMENT THIS SOFTWARE LICENSE AGREEMENT (this "Agreement") is made as of August 14, 1996, by and between HEWLETT-PACKARD COMPANY, a California corporation ("HP"), having an office at 11413 Chinden Boulevard, Boise,...Software License Agreement • February 21st, 1997 • Visioneer Inc • Computer peripheral equipment, nec • California
NUANCE COMMUNICATIONS, INC. STAND-ALONE RESTRICTED STOCK PURCHASE AGREEMENT (TIME-BASED VESTING)Restricted Stock Purchase Agreement • February 9th, 2007 • Nuance Communications, Inc. • Services-prepackaged software • Massachusetts
Exhibit 10.29 LETTER OF INTENT ("LOI") BETWEEN SCANSOFT, INC. AND DIGITAL RIVER, INC. This Letter of Intent is dated March 20, by and between Digital River, Inc., its successors or assigns, 9625 West 76th Street, Eden Prairie, Minnesota, 55344 ("DR")...Letter of Intent • January 6th, 2003 • Scansoft Inc • Services-prepackaged software
1 EXHIBIT 10.33 LETTER OF AGREEMENT The purpose of this Agreement is to establish terms and formalize procedures pertaining to the sale of Visioneer products to Best Buy Co., Inc.. This agreement replaces all prior agreements and understandings...Sales Agreement • May 13th, 1998 • Visioneer Inc • Computer peripheral equipment, nec • Delaware
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER, THE TRANSFERRED SUBSIDIARY AND THE LOCAL SELLERSPurchase Agreement • January 6th, 2003 • Scansoft Inc • Services-prepackaged software • New York
Exhibit 10.1 NUANCE COMMUNICATIONS, INC. STAND-ALONE STOCK OPTION AGREEMENT I. NOTICE OF STOCK OPTION GRANT Donald Hunt You, Donald Hunt, (the "Optionee"), have been granted a Nonstatutory Stock Option to purchase Common Stock of the Company, subject...Stock Option Agreement • February 9th, 2007 • Nuance Communications, Inc. • Services-prepackaged software • Delaware
EXHIBIT 10.9 SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT BORROWER: SCANSOFT, INC. ADDRESS: 9 CENTENNIAL DRIVE PEABODY, MASSACHUSETTS 01960 DATE: OCTOBER 31, 2002 THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SILICON...Loan and Security Agreement • May 15th, 2003 • Scansoft Inc • Services-prepackaged software • California
IBM RESELLER AGREEMENT FINAL Agreement # 4902FA0217 --------------------------- ----------------------------------------------------- This master Reseller Agreement ("Agreement"), dated, the 31st of March, 2003, describes the IBM software product(s)...Reseller Agreement • May 15th, 2003 • Scansoft Inc • Services-prepackaged software • New York
RECITALSDistribution Agreement • January 6th, 2003 • Scansoft Inc • Services-prepackaged software • California
