NUANCE COMMUNICATIONS, INC. REGISTRATION RIGHTS AGREEMENTRights Agreement • August 17th, 2007 • Nuance Communications, Inc. • Services-prepackaged software • New York
Nuance Communications, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, its 2.75% Senior Convertible Debentures due 2027 (the “Debentures”), upon the terms set forth in the Purchase Agreement between the Company and the Representatives dated August 7, 2007 (the “Purchase Agreement”) relating to the initial placement (the “Initial Placement”) of the Debentures. The Debentures are convertible into shares of common stock, par value U.S.$0.001 per share (the “Common Stock”), of the Company pursuant to the terms of the indenture (the “Indenture”), dated the date hereof, between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Debentures and the Common Stock issuable upon conversion of the Debentures are referred to herein as the “Securities”. To induce the Initial Purchasers to enter into the
