Nuance Communications, Inc. 7,000,000 Shares 1 Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • December 21st, 2007 • Nuance Communications, Inc. • Services-prepackaged software • New York
Nuance Communications, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule III hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $0.001 par value (“Common Stock”), of the Company set forth in Schedule I hereto, and the persons named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several Underwriters the number of shares of Common Stock set forth in Schedules I and II hereto (said shares to be issued and sold by the Company and shares to be sold by the Selling Stockholders collectively being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the U
