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 OF...Warburg Pincus Private Equity Viii L P • January 15th, 2009 • Services-prepackaged software • New York
This Warrant is one in a series of warrants issued on [·], 2009 (the “Issuance Date”) with substantially similar terms and conditions that (x) as of the Issuance Date and subject to the provisions of this Warrant and such other warrants (as applicable), allow for the purchase of up to an aggregate of [·] shares of Common Stock and (y) as of the Issuance Date, are represented by warrant certificate numbers [W-·], [W-·], and [W-·]. Such warrants and any warrants issued upon assignment or replacement thereof are referred to herein as the “Warrants,” and the holders thereof and their permitted assigns are referred to herein as the “Holders.”
THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • January 15th, 2009 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software • Delaware
This THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of [·], 2009 by and among Nuance Communications, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), Warburg Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands Private Equity VIII C.V. I, and WP-WPVIII Investors, L.P. (collectively, the “WP VIII Purchasers”), and Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P. (collectively, the “WP X Purchasers” and together with the WP VIII Purchasers, the “Purchasers”).
PURCHASE AGREEMENT Dated as of January 13, 2009 by and among NUANCE COMMUNICATIONS, INC. and the Purchasers identified on Exhibit A heretoPurchase Agreement • January 15th, 2009 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is entered into as of January 13, 2009, by and among Nuance Communications, Inc., a Delaware corporation (the “Company”), and the purchasers identified on Exhibit A hereto (the “Purchasers”), for the purchase and sale by the Purchasers of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
WARRANT AMENDMENT AGREEMENTWarrant Amendment Agreement • January 15th, 2009 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software • New York
THIS WARRANT AMENDMENT AGREEMENT (this “Agreement”) is hereby entered into effective as of January 13, 2009, by Nuance Communications, Inc. (the “Company”) and the warrant holders set forth under the heading “Warrant Holders” on the signature pages hereto (the “Holders”).
AMENDED AND RESTATED JOINT FILING AGREEMENTJoint Filing Agreement • January 15th, 2009 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software
THIS AMENDED AND RESTATED JOINT FILING AGREEMENT is entered into as of January 15, 2009, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.001 per share, of Nuance Communications, Inc., a Delaware corporation formerly known as ScanSoft, Inc., and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.
