exv10w1



 





Exhibit 10.1




NUANCE COMMUNICATIONS, INC.




U.S.$220,000,000 2.75% Convertible Debentures Due 2027*




Purchase Agreement




August 7, 2007




Citigroup Global Markets Inc.

Goldman, Sachs & Co.

As Representatives of the Initial Purchasers




c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013




c/o Goldman Sachs & Co.

85 Broad Street

New York, New York 10004




Ladies and Gentlemen:



     Nuance Communications, Inc., a corporation organized under the laws of Delaware (the
“Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the
“Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives,
U.S.$220,000,000 principal amount of its 2.75% Convertible Debentures due 2027 (the “Firm
Securities”). The Company also proposes to grant to the Initial Purchasers an option to purchase
up to U.S.$30,000,000 additional principal amount of such Debentures to cover over-allotments, if
any (the “Option Securities” and, together with the Firm Securities, the “Securities”). The
Securities are convertible into shares of Common Stock, par value U.S.$0.001 per share (the “Common
Stock”), of the Company at the conversion price set forth herein. The Securities are to be issued
under an indenture (the “Indenture”), to be dated as of the Closing Date, between the Company and
U.S. Bank National Association, as trustee (the “Trustee”). The Securities will have the benefit
of a registration rights agreement (the “Registration Rights Agreement”), to be dated as of the
Closing Date, between the Company and the Initial Purchasers, pursuant to which the Company will
agree to register the Securities under the Act subject to the terms and conditions therein
specified. To the extent there are no additional parties listed on Schedule I other than you, the
term Representatives as used herein shall mean you as the Initial Purchasers, and the terms
Representatives and Initial Purchasers shall mean either the





 




			
	*	 	Plus an option to purchase up to
U.S.$30,000,000 additional principal amount from the Company to cover
over-allotments.




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singular or plural as the context requires. The use of the neuter in this Agreement shall
include the feminine and masculine wherever appropriate. Certain terms used herein are defined in
Section 24 hereof.




     The sale of the Securities to the Initial Purchasers will be made without registration of the
Securities or the Common Stock issuable upon conversion thereof under the Act in reliance upon
exemptions from the registration requirements of the Act.



     In connection with the sale of the Securities, the Company has prepared a preliminary offering
memorandum, dated August 7, 2007 (as amended or supplemented at the date thereof, including any and
all exhibits thereto and any information incorporated by reference therein, the “Preliminary
Memorandum”), and a final offering memorandum, dated August 7, 2007 (as amended or supplemented at
the Execution Time, including any and all exhibits thereto and any information incorporated by
reference therein, the “Final Memorandum”). Each of the Preliminary Memorandum and the Final
Memorandum sets forth certain information concerning the Company, the Securities and the Common
Stock issuable upon conversion thereof. The Company hereby confirms that it has authorized the use
of the Disclosure Package, the Preliminary Memorandum and the Final Memorandum, and any amendment
or supplement thereto, in connection with the offer and sale of the Securities by the Initial
Purchasers. Unless stated to the contrary, any references herein to the terms “amend”, “amendment”
or “supplement” with respect to the Final Memorandum shall be deemed to refer to and include any
information filed under the Exchange Act subsequent to the Execution Time that is incorporated by
reference therein.



     1. Representations and Warranties. The Company represents and warrants to, and agrees
with, each Initial Purchaser as set forth below in this Section 1.



     (a) The Preliminary Memorandum, at the date thereof, did not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading. At the Execution Time, on
the Closing Date and on any settlement date, the Final Memorandum did not and will not (and any
amendment or supplement thereto, at the date thereof, at the Closing Date and on any settlement
date, will not) contain any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Company makes no representation
or warranty as to the information contained in or omitted from the Preliminary Memorandum or the
Final Memorandum, or any amendment or supplement thereto, in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of the Initial Purchasers through
the Representatives specifically for inclusion therein, it being understood and agreed that the
only such information furnished by or on behalf of any Initial Purchaser consists of the
information described as such in Section 8(b) hereof.



     (b) The Disclosure Package, as of the Execution Time, does not contain any untrue statement of
a material fact or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The
preceding sentence does not apply to statements in or omissions from the



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Disclosure Package based upon and in conformity with written information furnished to the
Company by any Initial Purchaser through the Representatives specifically for use therein, it being
understood and agreed that the only such information furnished by or on behalf of any Initial
Purchaser consists of the information described as such in Section 8(b) hereof.



     (c) Since the date of the most recent financial statements included in the Disclosure Package
and the Final Memorandum (exclusive of any supplement thereto), there has been no material adverse
change in the condition (financial or otherwise), prospects, earnings, business or properties of
the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the
ordinary course of business, except as set forth in or contemplated in the Disclosure Package and
the Final Memorandum (exclusive of any supplement thereto).



     (d) None of the Company, its Affiliates, or any person acting on its or their behalf has
directly or indirectly, made offers or sales of any security, or solicited offers to buy, any
security under circumstances that would require the registration of the Securities or the Common
Stock issuable upon conversion thereof under the Act.



     (e) None of the Company, its Affiliates, or any person acting on its or their behalf has
engaged in any form of general solicitation or general advertising (within the meaning of
Regulation D) in connection with any offer or sale of the Securities.



     (f) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Act.



     (g) No registration under the Act of the Securities or the Common Stock issuable upon
conversion thereof is required for the offer and sale of the Securities to or by the Initial
Purchasers in the manner contemplated herein, in the Disclosure Package and the Final Memorandum.



     (h) The Company is not, and after giving effect to the offering and sale of the Securities and
the application of the proceeds thereof as described in the Disclosure Package and the Final
Memorandum will not be, an “investment company” as defined in the Investment Company Act.



     (i) The Company is subject to and in full compliance with the reporting requirements of
Section 13 or Section 15(d) of the Exchange Act.



     (j) The Company has not paid or agreed to pay to any person any compensation for soliciting
another to purchase any securities of the Company (except as contemplated in this Agreement).



     (k) The Company has not taken, directly or indirectly, any action designed to or that has
constituted or that might reasonably be expected to cause or result, under the Exchange Act or
otherwise, in stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Securities.



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     (l) Each of the Company and its subsidiaries has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the jurisdiction in which it is
chartered or organized with full corporate power and authority to own or lease, as the case may be,
and to operate its properties and conduct its business as described in the Disclosure Package and
the Final Memorandum, and is duly qualified to do business as a foreign corporation and is in good
standing under the laws of each jurisdiction that requires such qualification, except where the
failure to be in good standing would not reasonably be expected to have a Material Adverse Effect
(as defined herein).



     (m) All the outstanding shares of capital stock of each subsidiary have been duly authorized
and validly issued and are fully paid and nonassessable, and, except as otherwise set forth in the
Disclosure Package and the Final Memorandum and except for director nominee shares immaterial in
amount, all outstanding shares of capital stock of the subsidiaries are owned by the Company either
directly or through wholly owned subsidiaries free and clear of any security interest, claim, lien
or encumbrance.



     (n) The Company’s authorized equity capitalization is as set forth in the Disclosure Package
and the Final Memorandum; the capital stock of the Company conforms to the description thereof
contained in the Disclosure Package and the Final Memorandum; the outstanding shares of Common
Stock have been duly authorized and validly issued and are fully paid and nonassessable; the
shares of Common Stock initially issuable upon conversion of the Securities have been duly
authorized and, when issued upon conversion of the Securities against payment of the conversion
price, will be validly issued, fully paid and nonassessable; the Board of Directors of the Company
has duly and validly adopted resolutions reserving such shares of Common Stock for issuance upon
conversion of the Securities; the holders of outstanding shares of capital stock of the Company are
not entitled to preemptive or other rights to subscribe for the Securities or the shares of Common
Stock issuable upon conversion thereof; and, except as set forth in the Disclosure Package and the
Final Memorandum, no options, warrants or other rights to purchase, agreements or other obligations
to issue, or rights to convert any obligations into or exchange any securities for, shares of
capital stock of or ownership interests in the Company are outstanding.



     (o) The statements in the Preliminary Memorandum and the Final Memorandum under the headings
“Certain U.S. Federal Income Tax Considerations”, “Description of Debentures”, “Description of
Capital Stock”, “Plan of Distribution” and “Legal Proceedings” (in each instance where incorporated
by reference) fairly summarize the matters therein described in all material respects.



     (p) This Agreement has been duly authorized, executed and delivered by the Company; the
Indenture has been duly authorized and, assuming due authorization, execution and delivery thereof
by the Trustee, when executed and delivered by the Company, will constitute a legal, valid, binding
instrument enforceable against the Company in accordance with its terms (subject, as to the
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other
laws affecting creditors’ rights generally from time to time in effect and to general principles of
equity); the Securities have been duly authorized, and, when executed and authenticated in
accordance with the provisions of the Indenture and delivered to



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and paid for by the Initial Purchasers, will have been duly executed and delivered by the
Company and will constitute the legal, valid and binding obligations of the Company entitled to the
benefits of the Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from
time to time in effect and to general principles of equity) and will be convertible into Common
Stock in accordance with their terms; and the Registration Rights Agreement has been duly
authorized by the Company.



     (q) No consent, approval, authorization, filing with or order of any court or governmental
agency or body is required in connection with the transactions contemplated herein, in the
Indenture or in the Registration Rights Agreement, except such as may be required under the blue
sky laws of any jurisdiction in which the Securities are offered and sold and, in the case of the
Registration Rights Agreement, such as will be obtained under the Act and the Trust Indenture Act.



     (r) None of the execution and delivery of the Indenture, this Agreement or the Registration
Rights Agreement, the issuance and sale of the Securities or the issuance of the Common Stock upon
conversion thereof, or the consummation of any other of the transactions herein or therein
contemplated, or the fulfillment of the terms hereof or thereof will conflict with, result in a
breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of
the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws or comparable
constituting documents of the Company or any of its subsidiaries; (ii) the terms of any indenture,
contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement,
obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a
party or bound or to which its or their property is subject; or (iii) any statute, law, rule,
regulation, judgment, order or decree of any court, regulatory body, administrative agency,
governmental body, arbitrator or other authority having jurisdiction over the Company or any of its
subsidiaries or any of its or their properties, other than in (ii) or (iii), those violations or
defaults that would not reasonably be expected to have a Material Adverse Effect or a material
adverse effect on the transactions contemplated by this Agreement.



     (s) The consolidated historical financial statements and schedules of the Company and its
consolidated subsidiaries included or incorporated by reference in the Disclosure Package and the
Final Memorandum present fairly the financial condition, results of operations and cash flows of
the Company as of the dates and for the periods indicated, comply as to form with the applicable
accounting requirements of Regulation S-X and have been prepared in conformity with generally
accepted accounting principles in the United States applied on a consistent basis throughout the
periods involved (except as otherwise noted therein and except that the Disclosure Package and the
Final Memorandum do not include financial statements of Tegic Communications, Inc. or pro forma
financial statements reflecting the acquisition of Tegic Communications, Inc.); the selected
financial data set forth under the caption “Summary Consolidated Financial Information” in the
Preliminary Memorandum and the Final Memorandum fairly present, on the basis stated in the
Preliminary Memorandum and the Final Memorandum, the information included or incorporated by
reference therein; the pro forma financial statements included or incorporated by reference in the
Disclosure Package and the Final Memorandum comply as to form with the applicable accounting
requirements of



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Regulation S-X except that the Disclosure Package and the Final Memorandum do not include pro
forma financial statements reflecting the acquisition of Tegic Communications, Inc.



     (t) No action, suit or proceeding by or before any court or governmental agency, authority or
body or any arbitrator involving the Company or any of its subsidiaries or its or their property is
pending or, to the best knowledge of the Company, threatened that (i) could reasonably be expected
to have a material adverse effect on the performance of this Agreement, the Indenture or the
Registration Rights Agreement, or the consummation of any of the transactions contemplated hereby
or thereby or (ii) could reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), prospects, earnings, business or properties of the Company and its
subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of
business (a “Material Adverse Effect”), except as set forth in or contemplated in the Disclosure
Package and the Final Memorandum (exclusive of any amendment or supplement thereto).



     (u) Each of the Company and its subsidiaries owns or leases all such properties as are
necessary to the conduct of its operations as presently conducted.



     (v) Neither the Company nor any of its subsidiaries is in violation or default of (i) any
provision of its charter or bylaws or comparable constituting documents; (ii) the terms of any
indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other
agreement, obligation, condition, covenant or instrument to which it is a party or bound or to
which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order or
decree applicable to the Company or any of its subsidiaries of any court, regulatory body,
administrative agency, governmental body, arbitrator or other authority having jurisdiction over
the Company or such subsidiary or any of its properties, as applicable, other than in (ii) or
(iii), those violations or defaults that would not reasonably be expected to have a Material
Adverse Effect.



     (w) BDO Seidman, LLP, who have certified certain financial statements of the Company and its
consolidated subsidiaries and delivered their report with respect to the audited consolidated
financial statements and schedules included or incorporated by reference in the Disclosure Package
and the Final Memorandum, are independent public accountants with respect to the Company within the
meaning of generally accepted accounting principles in the United States and within the meaning of
the Act.



     (x) There are no stamp or other issuance or transfer taxes or duties or other similar fees or
charges required to be paid in connection with the execution and delivery of this Agreement or the
issuance or sale of the Securities or upon the issuance of Common Stock upon the conversion
thereof.



     (y) The Company has filed all applicable tax returns that are required to be filed or has
requested extensions thereof (except in any case in which the failure so to file would not have a
Material Adverse Effect and except as set forth in or contemplated in the Disclosure Package and
the Final Memorandum (exclusive of any amendment or supplement thereto)) and has paid all taxes
required to be paid by it and any other assessment, fine or penalty levied against it, to the
extent that any of the foregoing is due and payable, except for any such assessment, fine or
penalty that is currently being contested in good faith or as would not have a



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Material Adverse Effect and except as set forth in or contemplated in the Disclosure Package
and the Final Memorandum (exclusive of any amendment or supplement thereto).



     (z) No labor problem or dispute with the employees of the Company or any of its subsidiaries
exists or is threatened or imminent, and the Company is not aware of any existing or imminent labor
disturbance by the employees of any of its or its subsidiaries’ principal suppliers, contractors or
customers, except as would not have a Material Adverse Effect, and except as set forth in or
contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or
supplement thereto).



     (aa) The Company and each of its subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and, in its judgment, in such amounts as are prudent
and customary in the businesses in which they are engaged; all policies of insurance and fidelity
or surety bonds insuring the Company or any of its subsidiaries or their respective businesses,
assets, employees, officers and directors are in full force and effect; the Company and its
subsidiaries are in compliance with the terms of such policies and instruments; there are no claims
by the Company or any of its subsidiaries under any such policy or instrument as to which any
insurance company is denying liability or defending under a reservation of rights clause; neither
the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied
for; and neither the Company nor any of its subsidiaries has any reason to believe that it will not
be able to renew its existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its business at a cost that
would not have a Material Adverse Effect except as set forth in or contemplated in the Disclosure
Package and the Final Memorandum (exclusive of any amendment or supplement thereto).



     (bb) No subsidiary of the Company is currently prohibited, directly or indirectly, from paying
any dividends to the Company, from making any other distribution on such subsidiary’s capital
stock, from repaying to the Company any loans or advances to such subsidiary from the Company or
from transferring any of such subsidiary’s property or assets to the Company or any other
subsidiary of the Company, except as described in or contemplated in the Disclosure Package and the
Final Memorandum (exclusive of any amendment or supplement thereto).



     (cc) The Company and its subsidiaries possess all licenses, certificates, permits and other
authorizations issued by all applicable authorities necessary to conduct their respective
businesses, except as would not have a Material Adverse Effect, and neither the Company nor any of
its subsidiaries has received any notice of proceedings relating to the revocation or modification
of any such certificate, authorization or permit which, singly or in the aggregate, if the subject
of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set
forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any
amendment or supplement thereto).



     (dd) The Company and each of its subsidiaries maintain a system of internal accounting
controls sufficient to provide reasonable assurance that (i) transactions are executed in
accordance with management’s general or specific authorizations; (ii) transactions are



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recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles in the United States and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets is compared with the existing assets
at reasonable intervals and appropriate action is taken with respect to any differences. The
Company and its subsidiaries’ internal controls over financial reporting are effective and the
Company and its subsidiaries are not aware of any material weakness in their internal control over
financial reporting.



     (ee) The Company and its subsidiaries maintain “disclosure controls and procedures” (as such
term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures
are effective.



     (ff) The Company and its subsidiaries are (i) in compliance with any and all applicable laws
and regulations relating to the protection of human health and safety, the environment or hazardous
or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”); (ii) have
received and are in compliance with all permits, licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective businesses; and (iii) have not received
notice of any actual or potential liability under any Environmental Law, except where such
non-compliance with Environmental Laws, failure to receive required permits, licenses or other
approvals, or liability would not, individually or in the aggregate, have a Material Adverse
Effect, and except as set forth in or contemplated in the Disclosure Package and the Final
Memorandum (exclusive of any amendment or supplement thereto). Except as set forth in the
Disclosure Package and the Final Memorandum, neither the Company nor any of its subsidiaries has
been named as a “potentially responsible party” under the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended.



     (gg) None of the following events has occurred or exists: (i) a failure to fulfill the
obligations, if any, under the minimum funding standards of Section 302 of the United States
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the regulations and
published interpretations thereunder with respect to a Plan, determined without regard to any
waiver of such obligations or extension of any amortization period; (ii) an audit or investigation
by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty
Corporation or any other federal or state governmental agency or any foreign regulatory agency with
respect to the employment or compensation of employees by any of the Company or any of its
subsidiaries that could have a Material Adverse Effect; (iii) any breach of any contractual
obligation, or any violation of law or applicable qualification standards, with respect to the
employment or compensation of employees by the Company or any of its subsidiaries that could have a
Material Adverse Effect. None of the following events has occurred or is reasonably likely to
occur: (i) a material increase in the aggregate amount of contributions required to be made to all
Plans in the current fiscal year of the Company and its subsidiaries compared to the amount of such
contributions made in the most recently completed fiscal year of the Company and its subsidiaries;
(ii) a material increase in the “accumulated post-retirement benefit obligations” (within the
meaning of Statement of Financial Accounting Standards 106) of the Company and its subsidiaries
compared to the amount of such obligations in the most recently



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completed fiscal year of the Company and its subsidiaries; (iii) any event or condition giving
rise to a liability under Title IV of ERISA that could have a Material Adverse Effect; or (iv) the
filing of a claim by one or more employees or former employees of the Company or any of its
subsidiaries related to their employment that could have a Material Adverse Effect. For purposes
of this paragraph, the term “Plan” means a plan (within the meaning of Section 3(3) of ERISA)
subject to Title IV of ERISA with respect to which the Company or any of its subsidiaries may have
any liability.



     (hh) To the extent that information is required to be publicly disclosed under the U.K.
Financial Services Authority’s Price Stabilising Rules (the “Stabilizing Rules”) before stabilizing
transactions can be undertaken by the Company in compliance with the safe harbor provided under
such Stabilizing Rules, such information has been adequately publicly disclosed (within the meaning
of the Stabilizing Rules).



     (ii) None of the Company, its subsidiaries or, to the knowledge of the Company, any director,
officer, agent, employee or Affiliate of the Company or any of its subsidiaries is aware of or has
taken any action, directly or indirectly, that would result in a violation by such persons of the
Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the
“FCPA”), including, without limitation, making use of the mails or any means or instrumentality of
interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization
of the payment of any money, or other property, gift, promise to give, or authorization of the
giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any
foreign political party or official thereof or any candidate for foreign political office, in
contravention of the FCPA; and the Company, its subsidiaries and, to the knowledge of the Company,
its Affiliates have conducted their businesses in compliance with the FCPA.



     (jj) The operations of the Company and its subsidiaries are and have been conducted at all
times in compliance with applicable financial recordkeeping and reporting requirements and money
laundering statutes and the rules and regulations thereunder and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the Company or any of
its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of
the Company, threatened.



     (kk) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any
director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is
currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S.
Department of the Treasury (“OFAC”); and the Company will not directly or indirectly use the
proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make
available such proceeds to any subsidiary, joint venture partner or other person or entity, for the
purpose of financing the activities of any person currently subject to any U.S. sanctions
administered by OFAC.



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     (ll) There is and has been no failure on the part of the Company and any of the Company’s
directors or officers, in their capacities as such, to comply with Section 402, related to loans,
and Sections 302 and 906, related to certifications, of the Sarbanes-Oxley Act of 2002 and the
rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), or, in any
material respect, with any other provision of the Sarbanes-Oxley Act.



     (mm) Prior to the date hereof, the Company has furnished to the Representatives letters, each
substantially in the form of Exhibit A hereto, duly executed by each executive officer and director
of the Company set forth on Annex A and addressed to the Representatives.


Any certificate signed by any officer of the Company and delivered to the Representatives or
counsel for the Initial Purchasers in connection with the offering of the Securities shall be
deemed a representation and warranty by the Company, as to matters covered thereby, to each Initial
Purchaser.




     2. Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon
the representations and warranties herein set forth, the Company agrees to sell to each Initial
Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the
Company, at a purchase price of 97.0% of the principal amount thereof, plus accrued interest, if
any, from August 13, 2007 to the Closing Date, the principal amount of Firm Securities set forth
opposite such Initial Purchaser’s name in Schedule I hereto.



     (b) Subject to the terms and conditions and in reliance upon the representations and
warranties herein set forth, the Company hereby grants an option to the several Initial Purchasers
to purchase, severally and not jointly, the Option Securities at the same purchase price as Initial
Purchasers shall pay for the Firm Securities, plus accrued interest, if any, from August 13, 2007
to the settlement date for the Option Securities. The option may be exercised only to cover
over-allotments in the sale of the Firm Securities by the Initial Purchasers. The option may be
exercised in whole or in part at any time (but not more than once) on or before the 30th day after
the date of the Final Memorandum upon written or telegraphic notice by the Representatives to the
Company setting forth the principal amount of Option Securities as to which the several Initial
Purchasers are exercising the option and the settlement date. Delivery of the Option Securities,
and payment therefor, shall be made as provided in Section 3 hereof. The principal amount of
Option Securities to be purchased by each Initial Purchaser shall be the same percentage of the
total principal amount of Option Securities to be purchased by the several Initial Purchasers as
such Initial Purchaser is purchasing of the Firm Securities, subject to such adjustments as you in
your absolute discretion shall make to eliminate any fractional Securities.



     3. Delivery and Payment. (a) Delivery of and payment for the Firm Securities and the
Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on
or before the first Business Day immediately preceding the Closing Date) shall be made at 10:00
A.M., New York City time, on August 13, 2007, or at such time on such later date not more than
three Business Days after the foregoing date as the Representatives shall designate, which date and
time may be postponed by agreement between the Representatives and the Company or as provided in
Section 9 hereof (such date and time of delivery and payment for the Securities being herein called
the “Closing Date”). Delivery of the Securities shall be made



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to the Representatives for the respective accounts of the several Initial Purchasers against
payment by the several Initial Purchasers through the Representatives of the purchase price thereof
to or upon the order of the Company by wire transfer payable in same-day funds to the account
specified by the Company. Delivery of the Securities shall be made through the facilities of The
Depository Trust Company unless the Representatives shall otherwise instruct.



     (b) If the option provided for in Section 2(b) hereof is exercised after the first Business
Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the
expense of the Company) to the Representatives on the date specified by the Representatives (which
shall be within three Business Days after exercise of said option) for the respective accounts of
the several Initial Purchasers, against payment by the several Initial Purchasers through the
Representatives of the purchase price thereof to or upon the order of the Company by wire transfer
payable in same-day funds to the account specified by the Company. If settlement for the Option
Securities occurs after the Closing Date, the Company will deliver to the Representatives on the
settlement date for the Option Securities, and the obligation of the Initial Purchasers to purchase
the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and
letters confirming as of such date the opinions, certificates and letters delivered on the Closing
Date pursuant to Section 6 hereof.



     4. Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the
Securities and the Common Stock issuable upon conversion thereof have not been and will not be
registered under the Act and may not be offered or sold within the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of the Act.



     (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees
with the Company that:




     (i) it has not offered or sold, and will not offer or sell, any Securities
within the United States as part of their distribution at any time except to those
it reasonably believes to be “qualified institutional buyers” (as defined in Rule
144A under the Act);




     (ii) neither it nor any person acting on its behalf has made or will make
offers or sales of the Securities in the United States by means of any form of
general solicitation or general advertising (within the meaning of Regulation D) in
the United States;




     (iii) in connection with each sale pursuant to Section 4(b)(i)(A), it has taken
or will take reasonable steps to ensure that the purchaser of such Securities is
aware that such sale may be made in reliance on Rule 144A;




     (iv) it is an “accredited investor” (as defined in Rule 501(a) of Regulation
D);



     5. Agreements. The Company agrees with each Initial Purchaser that:



11









 





     (a) The Company will furnish to each Initial Purchaser and to counsel for the Initial
Purchasers, without charge, during the period referred to in Section 5(c) below, as many copies of
the materials contained in the Disclosure Package and the Final Memorandum and any amendments and
supplements thereto as they may reasonably request.



     (b) The Company will not amend or supplement the Disclosure Package or the Final Memorandum,
other than by filing documents under the Exchange Act that are incorporated by reference therein,
without the prior written consent of the Representatives; provided, however, that
prior to the completion of the distribution of the Securities by the Initial Purchasers (as
determined by the Initial Purchasers), the Company will not file any document under the Exchange
Act that is incorporated by reference in the Disclosure Package or the Final Memorandum unless,
prior to such proposed filing, the Company has furnished the Representatives with a copy of such
document for their review and the Representatives have not reasonably objected to the filing of
such document. The Company will promptly advise the Representatives when any document filed under
the Exchange Act that is incorporated by reference in the Disclosure Package or the Final
Memorandum shall have been filed with the Commission.



     (c) If at any time prior to the completion of the sale of the Securities by the Initial
Purchasers (as determined by the Representatives), any event occurs as a result of which the
Disclosure Package or the Final Memorandum, as then amended or supplemented, would include any
untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made or the
circumstances then prevailing, not misleading, or if it should be necessary to amend or supplement
the Disclosure Package or the Final Memorandum to comply with applicable law, the Company will
promptly (i) notify the Representatives of any such event; (ii) subject to the requirements of
Section 5(b), prepare an amendment or supplement that will correct such statement or omission or
effect such compliance; and (iii) supply any supplemented or amended Disclosure Package or Final
Memorandum to the several Initial Purchasers and counsel for the Initial Purchasers without charge
in such quantities as they may reasonably request.



     (d) Without the prior written consent of the Representatives, the Company has not given and
will not give to any prospective purchaser of the Securities any written information concerning the
offering of the Securities other than materials contained in the Disclosure Package, the Final
Memorandum or any other offering materials prepared by or with the prior written consent of the
Representatives.



     (e) The Company will arrange, if necessary, for the qualification of the Securities for sale
by the Initial Purchasers under the laws of such jurisdictions as the Representatives may designate
and will maintain such qualifications in effect so long as required for the sale of the Securities;
provided that in no event shall the Company be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action that would subject it to
service of process in suits, other than those arising out of the offering or sale of the
Securities, in any jurisdiction where it is not now so subject. The Company will promptly advise
the Representatives of the receipt by the Company of any notification with respect to the
suspension



12









 







of the qualification of the Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose.



     (f) The Company will not, and will not permit any of its controlled Affiliates to, resell any
Securities or Shares of Common Stock issued upon conversion thereof that have been acquired by any
of them.



     (g) None of the Company, its Affiliates, or any person acting on its or their behalf will,
directly or indirectly, make offers or sales of any security, or solicit offers to buy any
security, under circumstances that would require the registration of the Securities or Common Stock
issuable upon conversion thereof under the Act.



     (h) Until the Securities have been registered under the Act, any information provided by the
Company, its Affiliates or any person acting on its or their behalf to publishers of publicly
available databases about the terms of the Securities shall include a statement that the Securities
have not been registered under the Act and are subject to restrictions under Rule 144A under the
Act.



     (i) None of the Company, its Affiliates, or any person acting on its or their behalf will
engage in any form of general solicitation or general advertising (within the meaning of Regulation
D) in connection with any offer or sale of the Securities in the United States.



     (j) For so long as any of the Securities or the Common Stock issuable upon the conversion
thereof are “restricted securities” within the meaning of Rule 144(a)(3) under the Act, the Company
will, during any period in which it is not subject to and in compliance with Section 13 or 15(d) of
the Exchange Act, provide to each holder of such restricted securities and to each prospective
purchaser (as designated by such holder) of such restricted securities, upon the request of such
holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under
the Act. This covenant is intended to be for the benefit of the holders, and the prospective
purchasers designated by such holders, from time to time of such restricted securities.



     (k) The Company will cooperate with the Representatives and use its commercially reasonable
efforts to permit the Securities to be eligible for clearance and settlement through The Depository
Trust Company.



     (l) The Company will reserve and keep available at all times, free of pre-emptive rights, the
full number of shares of Common Stock issuable upon conversion of the Securities.



     (m) Each of the Securities and the shares of Common Stock issuable upon conversion thereof
will bear, to the extent applicable, the legend contained in “Transfer Restrictions” in the
Preliminary Memorandum and the Final Offering Memorandum for the time period and upon the other
terms stated therein.



     (n) The Company will not for a period of 60 days following the Execution Time, without the
prior written consent of Citigroup Global Markets Inc. and Goldman, Sachs & Co., directly or
indirectly, offer, sell, contract to sell, pledge, otherwise dispose of, enter into any



13









 







transaction which is designed to, or might reasonably be expected to, result in the
disposition (whether by actual disposition or effective economic disposition due to cash settlement
or otherwise) by the Company or any Affiliate of the Company or any person in privity with the
Company or any Affiliate of the Company of, file (or participate in the filing of) a registration
statement with the Commission in respect of, or establish or increase a put equivalent position or
liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange
Act in respect of, any shares of capital stock of the Company or any securities convertible into,
or exercisable or exchangeable for, shares of capital stock of the Company (other than the
Securities), or publicly announce an intention to effect any such transaction; provided,
however, that the Company may (i) issue and sell Common Stock or securities convertible
into or exchangeable for Common Stock pursuant to any employee stock option plan, stock ownership
plan or dividend reinvestment plan of the Company described in the Disclosure Package and the Final
Memorandum and in effect at the Execution Time, (ii) issue Common Stock issuable upon the
conversion of the Securities or other securities or the exercise of warrants outstanding at the
Execution Time and described in the Disclosure Package and the Final Memorandum, (iii) do any of
the foregoing in connection with the acquisition (whether through merger, share purchase, share
exchange or otherwise) of a company, division, business or assets or strategic transactions,
provided that every recipient of any such securities (and every party that will be entitled to
receive such securities upon closing of the applicable transaction or otherwise has rights with
respect to such securities) agrees in writing to be subject to this paragraph for the remainder of
the 60 day period and (iv) do any of the foregoing to satisfy its obligations under the Agreement
and Plan of Merger dated as of May 14, 2007 by and among the Company, Voice Signal Technologies,
Inc. and the other parties named therein.



     (o) The Company will not take, directly or indirectly, any action designed to or that has
constituted, or that might reasonably be expected to cause or result, under the Exchange Act or
otherwise, in stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Securities.



     (p) Between the date hereof and the Closing Date, the Company will not do or authorize any act
or thing that would result in an adjustment of the conversion price of the Securities.



     (q) The Company will, for a period of twelve months following the Execution Time, furnish to
the Representatives (i) all reports or other communications (financial or other) generally made
available to stockholders, and deliver such reports and communications to the Representatives as
soon as they are available, unless such documents are furnished to or filed with the Commission or
any securities exchange on which any class of securities of the Company is listed and generally
made available to the public and (ii) such additional information concerning the business and
financial condition of the Company as the Representatives may from time to time reasonably request
(such statements to be on a consolidated basis to the extent the accounts of the Company and its
subsidiaries are consolidated in reports furnished to stockholders).



     (r) The Company will comply with all applicable securities and other laws, rules and
regulations, including, without limitation, the Sarbanes-Oxley Act, and use its best efforts to



14









 







cause the Company’s directors and officers, in their capacities as such, to comply with such
laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley
Act.



     (s) The Company will prepare a final term sheet, containing solely a description of the
Securities and the offering thereof, in the form approved by you and attached as Schedule II
hereto.



     (t) The Company agrees to pay the costs and expenses relating to the following matters: (i)
the preparation of the Indenture and the Registration Rights Agreement, the issuance of the
Securities, the fees of the Trustee and the issuance of the Common Stock upon conversion of the
Securities; (ii) the preparation, printing or reproduction of the materials contained in the
Disclosure Package and the Final Memorandum and each amendment or supplement to either of them;
(iii) the printing (or reproduction) and delivery (including postage, air freight charges and
charges for counting and packaging) of such copies of the materials contained in the Disclosure
Package and the Final Memorandum, and all amendments or supplements to either of them, as may, in
each case, be reasonably requested for use in connection with the offering and sale of the
Securities; (iv) the preparation, printing, authentication, issuance and delivery of the
Securities; (v) any stamp or transfer taxes in connection with the original issuance and sale of
the Securities; (vi) the printing (or reproduction) and delivery of this Agreement, any blue sky
memorandum and all other agreements or documents printed (or reproduced) and delivered in
connection with the offering of the Securities; (vii) any registration or qualification of the
Securities for offer and sale under the securities or blue sky laws of the several states and any
other jurisdictions specified pursuant to Section 5(e) (including filing fees and the reasonable
fees and expenses of counsel for the Initial Purchasers relating to such registration and
qualification); (viii) admitting the Securities for trading in the PORTAL Market; (ix) the
transportation and other expenses incurred by or on behalf of Company representatives in connection
with presentations to prospective purchasers of the Securities; (x) the fees and expenses of the
Company’s accountants and the fees and expenses of counsel (including local and special counsel)
for the Company; and (xi) all other costs and expenses incident to the performance by the Company
of its obligations hereunder.



     6. Conditions to the Obligations of the Initial Purchasers. The obligations of the
Initial Purchasers to purchase the Firm Securities and the Option Securities, as the case may be,
shall be subject to the accuracy of the representations and warranties of the Company contained
herein at the Execution Time, the Closing Date and any settlement date pursuant to Section 3
hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations hereunder and to the
following additional conditions:



     (a) The Company shall have requested and caused Wilson Sonsini Goodrich & Rosati, counsel for
the Company, to furnish to the Representatives its opinion, dated the Closing Date and addressed to
the Representatives, to the effect of the substantive paragraphs set forth on Annex B hereto.



     (b) The Representatives shall have received from Davis Polk & Wardwell, counsel for the
Initial Purchasers, such opinion or opinions, dated the Closing Date and



15









 







addressed to the Representatives, with respect to the issuance and sale of the Securities, the
Indenture, the Registration Rights Agreement, the Disclosure Package, the Final Memorandum (as
amended or supplemented at the Closing Date) and other related matters as the Representatives may
reasonably require, and the Company shall have furnished to such counsel such documents as they
request for the purpose of enabling them to pass upon such matters.



     (c) The Company shall have furnished to the Representatives a certificate of the Company,
signed by (x) the Chairman of the Board or the Chief Executive Officer and (y) the principal
financial or accounting officer of the Company, dated the Closing Date, to the effect that the
signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum
and any amendments or supplements thereto, and this Agreement and that:




     (i) the representations and warranties of the Company in this Agreement are
true and correct on and as of the Closing Date with the same effect as if made on
the Closing Date, and the Company has complied with all the agreements and satisfied
all the conditions on its part to be performed or satisfied hereunder at or prior to
the Closing Date; and




     (ii) since the date of the most recent financial statements included or
incorporated by reference in the Disclosure Package and the Final Memorandum
(exclusive of any amendment or supplement thereto), there has been no material
adverse change in the condition (financial or otherwise), prospects, earnings,
business or properties of the Company and its subsidiaries, taken as a whole,
whether or not arising from transactions in the ordinary course of business, except
as set forth in or contemplated in the Disclosure Package and the Final Memorandum
(exclusive of any amendment or supplement thereto).



     (d) The Company shall have furnished to the Representatives a certificate of the Company,
signed by the principal financial or accounting officer of the Company, dated the Closing Date,
stating that to the knowledge of such officer, the interim financial statements of each of Former
Nuance Communications, Inc and Voice Signal Technologies, Inc., the only entities (other than the
Company) for which interim financial statements are included or incorporated by reference in the
Disclosure Package and the Final Memorandum, have been reviewed by accountants who performed the
procedures specified by the PCAOB for a review of interim financial information as described in SAS
100, Interim Financial Information.



     (e) At the Execution Time and at the Closing Date, the Company shall have requested and caused
BDO Seidman, LLP to furnish to the Representatives letters, dated respectively as of the Execution
Time and as of the Closing Date, in form and substance satisfactory to the Representatives and, in
the case of the letter dated as of the Execution Time, substantially in the form of Annex C hereto.



     (f) Subsequent to the Execution Time or, if earlier, the dates as of which information is
given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final
Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any
change or decrease specified in the letter or letters referred to in paragraph (d) of this Section
6; or (ii) any change, or any development involving a prospective



16









 







change, in or affecting the condition (financial or otherwise), prospects, earnings, business
or properties of the Company and its subsidiaries taken as a whole, whether or not arising from
transactions in the ordinary course of business, except as set forth in or contemplated in the
Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the
effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of
the Representatives, so material and adverse as to make it impractical or inadvisable to proceed
with the offering or delivery of the Securities as contemplated in the Disclosure Package and the
Final Memorandum (exclusive of any amendment or supplement thereto).



     (g) The Securities shall have been designated as PORTAL-eligible securities in accordance with
the rules and regulations of the NASD and the Securities shall be eligible for clearance and
settlement through The Depository Trust Company.



     (h) Prior to the Execution Time, the Company shall have furnished to the Representatives a
letter substantially in the form of Exhibit A hereto from the executive officers and directors of
the Company set forth on Annex A and Warburg Pincus Private Equity VIII, L.P., Warburg Pincus &
Co., Warburg Pincus LLC and Warburg Pincus Partners LLC addressed to the Representatives.



     (i) The Company shall have caused the shares of Common Stock initially issuable upon
conversion of the Securities to be approved for listing, subject to issuance, on the Nasdaq Global
Select Market.



     (j) Prior to the Closing Date, the Company shall have furnished to the Representatives such
further information, certificates and documents as the Representatives may reasonably request.



     If any of the conditions specified in this Section 6 shall not have been fulfilled when and as
provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere
in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives
and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial
Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the Company in writing or by
telephone or facsimile confirmed in writing.



     The documents required to be delivered by this Section 6 will be delivered at the office of
counsel for the Initial Purchasers, at 450 Lexington Avenue, New York, New York 10017, on the
Closing Date.



     7. Reimbursement of Expenses. If the sale of the Securities provided for herein is
not consummated because any condition to the obligations of the Initial Purchasers set forth in
Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or
because of any refusal, inability or failure on the part of the Company to perform any agreement
herein or comply with any provision hereof other than by reason of a default by any of the Initial
Purchasers, the Company will reimburse the Initial Purchasers severally on demand for all expenses
(including reasonable fees and disbursements of counsel) that shall have been incurred by them in
connection with the proposed purchase and sale of the Securities.



17









 





     8. Indemnification and Contribution. (a) The Company agrees to indemnify and hold
harmless each Initial Purchaser, the directors, officers, employees, Affiliates and agents of each
Initial Purchaser and each person who controls any Initial Purchaser within the meaning of either
the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the Act, the Exchange Act or other
U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact contained in the
Preliminary Memorandum, the Final Memorandum, any Issuer Written Information or any other written
information used by or on behalf of the Company in connection with the offer or sale of the
Securities, or in any amendment or supplement thereto or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading, and agrees to reimburse each such indemnified party, as incurred, for any
legal or other expenses reasonably incurred by it in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the Company
will not be liable in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue statement or omission or
alleged omission made in the Preliminary Memorandum, the Final Memorandum, or in any amendment
thereof or supplement thereto, in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any Initial Purchaser through the Representatives
specifically for inclusion therein. This indemnity agreement will be in addition to any liability
that the Company may otherwise have.



     (b) Each Initial Purchaser severally, and not jointly, agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing
indemnity to each Initial Purchaser, but only with reference to information furnished to the
Company by or on behalf of such Initial Purchaser through the Representatives specifically for
inclusion in the Preliminary Memorandum, the Final Memorandum or in any amendment or supplement
thereto. This indemnity agreement will be in addition to any liability that any Initial Purchaser
may otherwise have. The Company acknowledges that the statements set forth under the heading “Plan
of Distribution” in the third, eleventh and thirteenth paragraph in the Preliminary Memorandum and
the Final Memorandum constitute the only information furnished in writing by or on behalf of the
Initial Purchasers for inclusion in the Preliminary Memorandum, the Final Memorandum or in any
amendment or supplement thereto.



     (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 8, notify the indemnifying party in writing
of the commencement thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the indemnifying party
of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel



18









 




(including local counsel) of the indemnifying party’s choice at the indemnifying party’s
expense to represent the indemnified party in any action for which indemnification is sought (in
which case the indemnifying party shall not thereafter be responsible for the fees and expenses of
any separate counsel, other than local counsel if not appointed by the indemnifying party, retained
by the indemnified party or parties except as set forth below); provided, however,
that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying
party’s election to appoint counsel (including local counsel) to represent the indemnified party in
an action, the indemnified party shall have the right to employ separate counsel (including local
counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the
indemnified party would present such counsel with a conflict of interest; (ii) the actual or
potential defendants in, or targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties that are different from or
additional to those available to the indemnifying party; (iii) the indemnifying party shall not
have employed counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of the institution of such action; or (iv) the indemnifying
party shall authorize the indemnified party to employ separate counsel at the expense of the
indemnifying party. An indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any judgment with respect to
any pending or threatened claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or consent includes
(i) an unconditional release of each indemnified party from all liability arising out of such
claim, action, suit or proceeding and (ii) does not include a statement as to, or an admission of,
fault, culpability or a failure to act, by or on behalf of any indemnified party.




     (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company
and the Initial Purchasers severally agree to contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably incurred in connection with
investigating or defending any loss, claim, damage, liability or action) (collectively “Losses”) to
which the Company and one or more of the Initial Purchasers may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one hand and by the
Initial Purchasers on the other from the offering of the Securities; provided,
however, that in no case shall any Initial Purchaser be responsible for any amount in
excess of the purchase discount or commission applicable to the Securities purchased by such
Initial Purchaser hereunder. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the Company and the Initial Purchasers severally shall contribute in
such proportion as is appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Initial Purchasers on the other in connection with the
statements or omissions that resulted in such Losses, as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal to the total net
proceeds from the offering (before deducting expenses) received by it, and benefits received by the
Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions.
Relative fault shall be determined by reference to, among other things, whether



19









 







any untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information provided by the Company on the one hand or the
Initial Purchasers on the other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or omission. The Company
and the Initial Purchasers agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation that does not take account of
the equitable considerations referred to above. Notwithstanding the provisions of this paragraph
(d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 8, each person who controls an Initial Purchaser
within the meaning of either the Act or the Exchange Act and each director, officer, employee,
Affiliate and agent of an Initial Purchaser shall have the same rights to contribution as such
Initial Purchaser, and each person who controls the Company within the meaning of either the Act or
the Exchange Act and each officer and director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and conditions of this
paragraph (d).



     9. Default by an Initial Purchaser. If any one or more Initial Purchasers shall fail
to purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser
hereunder and such failure to purchase shall constitute a default in the performance of its or
their obligations under this Agreement, the remaining Initial Purchasers shall be obligated
severally to take up and pay for (in the respective proportions which the principal amount of
Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal
amount of Securities set forth opposite the names of all the remaining Initial Purchasers) the
Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to
purchase; provided, however, that in the event that the aggregate principal amount
of Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to
purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I
hereto, the remaining Initial Purchasers shall have the right to purchase all, but shall not be
under any obligation to purchase any, of the Securities, and if such nondefaulting Initial
Purchasers do not purchase all the Securities, this Agreement will terminate without liability to
any nondefaulting Initial Purchaser or the Company. In the event of a default by any Initial
Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not
exceeding five Business Days, as the Representatives shall determine in order that the required
changes in the Final Memorandum or in any other documents or arrangements may be effected. Nothing
contained in this Agreement shall relieve any defaulting Initial Purchaser of its liability, if
any, to the Company or any nondefaulting Initial Purchaser for damages occasioned by its default
hereunder.



     10. Termination. This Agreement shall be subject to termination in the absolute
discretion of the Representatives, by notice given to the Company prior to delivery of, and payment
for, the Securities, if at any time prior to such delivery and payment (i) trading in the Company’s
Common Stock shall have been suspended by the Commission or the Nasdaq Global Select Market or
trading in securities generally on the Nasdaq Global Select Market or the New York Stock Exchange
shall have been suspended or limited or minimum prices shall have been established on any such
exchanges; (ii) there shall have occurred any material disruption in



20









 







commercial banking or securities settlement or clearance services in the United States the
effect of which is such as to make it, in the sole judgment of the Representatives, impractical to
proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package
and the Final Memorandum (exclusive of any amendment or supplement thereto); (iii) a banking
moratorium shall have been declared either by U.S. federal or New York State authorities or by the
authorities of Massachusetts; or (iv) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war or other calamity or
crisis the effect of which on financial markets is such as to make it, in the sole judgment of the
Representatives, impractical to proceed with the offering or delivery of the Securities as
contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or
supplement thereto).



     11. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of the Company or its officers and of
the Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force
and effect, regardless of any investigation made by or on behalf of the Initial Purchasers or the
Company or any of the indemnified persons referred to in Section 8 hereof, and will survive
delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall
survive the termination or cancellation of this Agreement.



     12. Notices. All communications hereunder will be in writing and effective only on
receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to the
Citigroup Global Markets Inc., 390 Greenwich Street, New York, New York, 10013 (fax: (212)
816-7912); Attention: General Counsel and Goldman, Sachs & Co., 85 Broad Street, 23rd Floor, New
York, New York 10004, Attention: Registration Department; or, if sent to the Company, will be
mailed, delivered or telefaxed to 408-317-0310 and confirmed to it at 1 Wayside Road, Burlington,
Massachusetts 01803, attention of the Legal Department.



     13. Successors. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and the indemnified persons referred to in Section 8
hereof and their respective successors, and, except as expressly set forth in Section 5(j) hereof,
no other person will have any right or obligation hereunder.



     14. Jurisdiction. The Company agrees that any suit, action or proceeding against the
Company brought by any Initial Purchaser, the directors, officers, employees and agents of any
Initial Purchaser, or by any person who controls any Initial Purchaser, arising out of or based
upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S.
federal court in The City of New York and County of New York, and waives any objection which it may
now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the
non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company hereby
appoints Garrison R. Smith, Director, Corporate Legal Services, as its authorized agent (the
“Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out
of or based upon this Agreement or the transactions contemplated herein that may be instituted in
any State or U.S. federal court in The City of New York and County of New York, by any Initial
Purchaser, the directors, officers, employees, Affiliates and agents of any Initial Purchaser, or
by any person who controls any Initial



21









 







Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect
of any such suit, action or proceeding. The Company hereby represents and warrants that the
Authorized Agent has accepted such appointment and has agreed to act as said agent for service of
process, and the Company agrees to take any and all action, including the filing of any and all
documents that may be necessary to continue such appointment in full force and effect as aforesaid.
Service of process upon the Authorized Agent shall be deemed, in every respect, effective service
of process upon the Company. Notwithstanding the foregoing, any action arising out of or based
upon this Agreement may be instituted by any Initial Purchaser, the directors, officers, employees,
Affiliates and agents of any Initial Purchaser, or by any person who controls any Initial
Purchaser, in any court of competent jurisdiction in Delaware.



     15. Integration. This Agreement supersedes all prior agreements and understandings
(whether written or oral) between the Company and the Initial Purchasers, or any of them, with
respect to the subject matter hereof.



     16. Applicable Law. This Agreement will be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be performed within the
State of New York.



     17. Waiver of Jury Trial. The Company hereby irrevocably waives, to the fullest
extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby.



     18. No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale
of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the
Company, on the one hand, and the Initial Purchasers and any Affiliate through which it may be
acting, on the other, (b) the Initial Purchasers are acting as principal and not as an agent or
fiduciary of the Company and (c) the Company’s engagement of the Initial Purchasers in connection
with the offering and the process leading up to the offering is as independent
contractors and not in any other capacity. Furthermore, the Company agrees that it is solely
responsible for making its own judgments in connection with the offering (irrespective of whether
any of the Initial Purchasers has advised or is currently advising the Company on related or other
matters). The Company agrees that it will not claim that the Initial Purchasers have rendered
advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the
Company in connection with such transaction or the process leading thereto.



     19. Currency. Each reference in this Agreement to U.S. dollars (the “relevant
currency”), including by use of the symbol “$”, is of the essence. To the fullest extent permitted
by law, the obligation of the Company in respect of any amount due under this Agreement will,
notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be
discharged only to the extent of the amount in the relevant currency that the party entitled to
receive such payment may, in accordance with its normal procedures, purchase with the sum paid in
such other currency (after any premium and costs of exchange) on the Business Day immediately
following the day on which such party receives such payment. If the amount in the relevant
currency that may be so purchased for any reason falls short of the amount originally due, the
Company will pay such additional amounts, in the relevant currency, as may



22









 







be necessary to compensate for the shortfall. Any obligation of the Company not discharged by
such payment will, to the fullest extent permitted by applicable law, be due as a separate and
independent obligation and, until discharged as provided herein, will continue in full force and
effect.



     20. Waiver of Immunity. To the extent that the Company has or hereafter may acquire
any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction
of any court or from set-off or any legal process (whether service or notice, attachment in aid or
otherwise) with respect to itself or any of its property, the Company hereby irrevocably waives and
agrees not to plead or claim such immunity in respect of its obligations under this Agreement.



     21. Waiver of Tax Confidentiality. Notwithstanding anything herein to the contrary,
purchasers of the Securities (and each employee, representative or other agent of a purchaser) may
disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S.
tax structure of any transaction contemplated herein and all materials of any kind (including
opinions or other tax analyses) that are provided to the purchasers of the Securities relating to
such U.S. tax treatment and U.S tax structure, other than any information for which nondisclosure
is reasonably necessary in order to comply with applicable securities laws.



     22. Counterparts. This Agreement may be signed in one or more counterparts, each of
which shall constitute an original and all of which together shall constitute one and the same
agreement.



     23. Headings. The section headings used herein are for convenience only and shall not
affect the construction hereof.



     24. Definitions. The terms that follow, when used in this Agreement, shall have the
meanings indicated.



     “Act” shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations of
the Commission promulgated thereunder.



     “Affiliate” shall have the meaning specified in Rule 501(b) of Regulation D.



     “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day
on which banking institutions or trust companies are authorized or obligated by law to close in The
City of New York.



     “Commission” shall mean the Securities and Exchange Commission.



     “Disclosure Package” shall mean (i) the Preliminary Memorandum, as amended or supplemented at
the Execution Time, (ii) the final term sheet prepared pursuant to Section 5(t) hereto and in the
form attached as Schedule II hereto and (iii) any Issuer Written Information.



23









 





     “Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Commission promulgated thereunder.



     “Execution Time” shall mean the date and time that this Agreement is executed and delivered by
the parties hereto.



     “Investment Company Act” shall mean the U.S. Investment Company Act of 1940, as amended, and
the rules and regulations of the Commission promulgated thereunder.



     “Issuer Written Information” shall mean any writings in addition to the Preliminary Memorandum
that the parties expressly agree in writing to treat as part of the Disclosure Package.



     “NASD” shall mean the National Association of Securities Dealers, Inc.



     “PORTAL” shall mean the Private Offerings, Resales and Trading through Automated Linkages
system of the NASD.



     “Regulation D” shall mean Regulation D under the Act.



     “Regulation S” shall mean Regulation S under the Act.



     “Regulation S-X” shall mean Regulation S-X under the Act.



     “Trust Indenture Act” shall mean the U.S. Trust Indenture Act of 1939, as amended, and the
rules and regulations of the Commission promulgated thereunder.



24









 





     If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement between the Company and the several Initial Purchasers.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	Nuance Communications, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Paul A. Ricci	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Paul A. Ricci	 	 
	 

	 	 	 	Title: Chairman and Chief Executive Officer	 	 






The foregoing Agreement is hereby confirmed

and accepted as of the date first above written.




Citigroup Global Markets Inc.




	 	 	 	 	 
	 

	 	 	 	 
	By:
	 	/s/ Douglas B. Wendell	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Goldman, Sachs & Co.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Goldman, Sachs & Co.	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 

















 





SCHEDULE I




	 	 	 	 	 
	 	 	Principal Amount
	 	 	of Firm
	 	 	Securities to be
	            Initial Purchasers	 	Purchased
	Citigroup Global Markets Inc.
	 	 	U.S.$110,000,000	 
	Goldman, Sachs & Co.
	 	 	U.S.$110,000,000	 
	Total
	 	 	U.S.$220,000,000	 






26









 





SCHEDULE II




	 	 	 
	Issuer:

	 	Nuance Communications, Inc. (“Nuance”)
	 
	 	 
	Ticker / Exchange:

	 	NUAN / The Nasdaq Global Select Market (“NASDAQ”)
	 
	 	 
	Title of securities:

	 	2.75% Senior Convertible Debentures Due 2027 (the “Debentures”)
	 
	 	 
	Aggregate principal 

amount offered:

	 	 $220,000,000
	 
	 	 
	Offering price:

	 	Each Debenture will be issued at a price of 100% of its principal amount plus accrued
interest, if any, from August 13, 2007
	 
	 	 
	Over-allotment option:

	 	$30,000,000 of Debentures
	 
	 	 
	Annual interest rate:

	 	The Debentures will bear interest at an annual rate equal to 2.75% per annum from
August 13, 2007.
	 
	 	 
	Reference Price:

	 	$15.89, which represents the last reported sale price per share of the Nuance common
stock on NASDAQ on August 7, 2007
	 
	 	 
	Conversion premium:

	 	Approximately 22.5% of the Reference Price
	 
	 	 
	Initial conversion price:

	 	Approximately $19.47 for the Debentures per share of Nuance common stock
	 
	 	 
	Initial conversion rate:

	 	51.3736 shares of Nuance common stock per $1,000 principal amount of Debentures
	 
	 	 
	Interest payment dates:

	 	February 15 and August 15, commencing on February 15, 2008
	 
	 	 
	Maturity date:

	 	August 15, 2027
	 
	 	 
	Call date:

	 	Non-call before August 20, 2014; callable at par plus accrued and unpaid interest on
or after August 20, 2014
	 
	 	 
	Put dates:

	 	August 15, 2014, August 15, 2017 and August 15, 2022
	 
	 	 
	Dividend protection:

	 	The conversion rate will be adjusted for any distribution of cash to all or
substantially all holders of Nuance common stock by a formula based on the amount per
share of such distribution, as set forth in the Preliminary Offering Memorandum.
	 
	 	 
	Repurchase at the
Option of the Holder
upon a Fundamental
Change:

	 	Upon a fundamental change the holders may require the Issuer to repurchase for cash
all or a portion of their Debentures at a repurchase price equal to 100% of the
principal amount of the Debentures to be repurchased, plus accrued and unpaid
interest, if any.
	 
	 	 
	Ranking:

	 	The Debentures will be general senior unsecured obligations of the Issuer.
	 
	 	 
	Use of proceeds:

	 	The Issuer will use the proceeds from the offering, together with cash on hand, to
fund the acquisition of Tegic Communications, Inc.
	 
	 	 
	Listing:

	 	None
	 
	 	 
	Trade date:

	 	August 8, 2007
	 
	 	 
	Settlement date:

	 	August 13, 2007
	 
	 	 
	CUSIP:

	 	 67020YAA8
	 
	 	 
	ISIN NUMBER:

	 	US67020YAA82






27









 






	 	 	 	 	 	 	 	 	 
	Initial Purchasers:	 	 	 	 	 	Principal Amount of Debentures
	 
	 	Citigroup Global Markets Inc.	 	$	110,000,000	 
	 
	 	Goldman, Sachs & Co.	 	$	110,000,000	 






	 	 	 
	Adjustment to conversion rate upon a
Non-Stock Change of Control:

	 	The following table sets forth the
number of additional shares to be
added to the conversion rate per
$1,000 principal amount of the
Debentures in connection with a
non-stock change of control as
described in the Preliminary
Offering Memorandum, based on the
stock price and effective date of
the non-stock change of control.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Stock Price
	Effective Date	 	$15.89	 	 	$17.50	 	 	$20.00	 	 	$22.50	 	 	$25.00	 	 	$30.00	 	 	$35.00	 	 	$40.00	 	 	$45.00	 	 	$50.00	 	 	$55.00	 	 	$60.00	 
	August 13, 2007
	 	 	11.5591	 	 	 	9.8111	 	 	 	7.8323	 	 	 	6.4366	 	 	 	5.4129	 	 	 	4.0329	 	 	 	3.1585	 	 	 	2.5603	 	 	 	2.1267	 	 	 	1.7984	 	 	 	1.5412	 	 	 	1.3344	 
	August 15, 2008
	 	 	11.5591	 	 	 	9.6438	 	 	 	7.5671	 	 	 	6.1292	 	 	 	5.0934	 	 	 	3.7301	 	 	 	2.8909	 	 	 	2.3291	 	 	 	1.9285	 	 	 	1.6285	 	 	 	1.3952	 	 	 	1.2084	 
	August 15, 2009
	 	 	11.5591	 	 	 	9.4287	 	 	 	7.2294	 	 	 	5.7404	 	 	 	4.6920	 	 	 	3.3547	 	 	 	2.5626	 	 	 	2.0483	 	 	 	1.6895	 	 	 	1.4247	 	 	 	1.2207	 	 	 	1.0583	 
	August 15, 2010
	 	 	11.5591	 	 	 	9.1084	 	 	 	6.7634	 	 	 	5.2203	 	 	 	4.1662	 	 	 	2.8776	 	 	 	2.1547	 	 	 	1.7051	 	 	 	1.4008	 	 	 	1.1805	 	 	 	1.0127	 	 	 	0.8798	 
	August 15, 2011
	 	 	11.5591	 	 	 	8.7337	 	 	 	6.1796	 	 	 	4.5616	 	 	 	3.5026	 	 	 	2.2873	 	 	 	1.6607	 	 	 	1.2964	 	 	 	1.0609	 	 	 	0.8950	 	 	 	0.7702	 	 	 	0.6717	 
	August 15, 2012
	 	 	11.5591	 	 	 	8.1842	 	 	 	5.3390	 	 	 	3.6377	 	 	 	2.5993	 	 	 	1.5306	 	 	 	1.0579	 	 	 	0.8141	 	 	 	0.6673	 	 	 	0.5668	 	 	 	0.4915	 	 	 	0.4317	 
	August 15, 2013
	 	 	11.5591	 	 	 	7.3238	 	 	 	3.9916	 	 	 	2.2140	 	 	 	1.2882	 	 	 	0.5615	 	 	 	0.3515	 	 	 	0.2720	 	 	 	0.2284	 	 	 	0.1976	 	 	 	0.1733	 	 	 	0.1532	 
	August 20, 2014
	 	 	11.5591	 	 	 	5.7693	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 






     The exact stock prices and effective dates may not be set forth in the applicable table,
in which case:




	 	•	 	if the stock price is between two stock price amounts in the table or the effective date
is between two effective dates in the table, the number of additional shares will be
determined by straight-line interpolation between the number of additional shares set forth
for the higher and lower stock prices and the earlier and later effective dates, as
applicable, based on a 365-day year;
	 
	 	•	 	if the stock price is in excess of $60.00 per share (subject to adjustment), no
additional shares will be added to the conversion rate;
	 
	 	•	 	if the stock price is less than $15.89 per share (subject to
adjustment), no additional shares will be added to the conversion rate.




Notwithstanding the foregoing, in no event will the conversion rate exceed 62.9327 per $1,000
principal amount of the Debentures, subject to adjustments in the same manner as the conversion
rate.



This communication is intended for the sole use of the person to whom it is provided by the sender.



These securities have not been registered under the Securities Act of 1933 (the “Securities Act”),
as amended , and may only be sold to qualified institutional buyers pursuant to Rule 144A of the
Securities Act or pursuant to another applicable exemption from registration.



The information in this term sheet supplements the Issuer’s Preliminary Offering Memorandum, dated
August 7, 2007. This term sheet is qualified in its entirety by reference to the Preliminary
Offering Memorandum. Terms


28









 






used herein but not defined herein shall have the respective meanings as set forth in the
Preliminary Offering Memorandum.



A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time.



ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND
SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT
OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.




29









 








EXHIBIT A




[Letterhead of officer, director or major stockholder of the Company]




August __, 2007




Citigroup Global Markets Inc.

Goldman, Sachs & Co.

As Representatives of the Initial Purchasers




c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013




c/o Goldman Sachs & Co.

85 Broad Street

New York, New York 10004




Ladies and Gentlemen:




          This letter is being delivered to you in connection with a proposed Purchase Agreement (the
“Purchase Agreement”) between Nuance Communications, Inc. , a Delaware corporation (the “Company”)
and each of you as representatives of a group of Initial Purchasers named therein, relating to an
offering of 2.75% Convertible Debentures due 2027, which will be convertible into common stock,
$0.001 par value (the “Common Stock”), of the Company.




          In order to induce you and the other Initial Purchasers to enter into the Purchase Agreement,
the undersigned will not, without the prior written consent of Citigroup Global Markets Inc. and
Goldman, Sachs & Co., directly or indirectly, offer, sell, contract to sell, pledge or otherwise
dispose of, enter into any transaction which is designed to, or might reasonably be expected to,
result in the disposition (whether by actual disposition or effective economic disposition due to
cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person
in privity with the undersigned or any affiliate of the undersigned of, file (or participate in the
filing of) a registration statement with the U.S. Securities and Exchange Commission in respect of,
or establish or increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder in
respect of, any shares of capital stock of the Company or any securities convertible into, or
exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any
such transaction, for a period of 60 days after the date of the Purchase Agreement.




 









 








     Notwithstanding anything herein to the contrary, the undersigned may (i) make transfers as a
bona fide gift or gifts or pledge, (ii) make transfers either during the undersigned’s lifetime or
on death by will or intestacy to the undersigned’s immediate family or to a trust, the
beneficiaries of which are the undersigned and a member or members of the undersigned’s immediate
family, (iii) make transfers to an affiliate (as that term is defined in Rule 405 under the
Securities Act of 1933, as amended) of the undersigned or if the undersigned is a partnership,
limited liability company, trust, corporation or similar entity, as a transfer or distribution to
its partners, members or stockholders, (iv) transfer shares of capital stock of the Company
acquired in the open market on or after the date of the Purchase Agreement, (v) make transfers
pursuant to an acquisition of the Company by another person, group of affiliated persons or entity
by means of merger or consolidation or any transaction or series of related transactions resulting
in the exchange of the outstanding shares of the Company for securities or consideration issued, or
caused to be issued, by the acquiring person, group of affiliated persons or entity, (vi) sell
shares of capital stock pursuant to a trading plan that complies with Rule 10b5-1 under the
Exchange Act (a “10b5-1 Trading Plan”) in existence as of the date hereof, (vii) establish a 10b5-1
Trading Plan or (viii) dispose of shares of restricted stock to the Company to satisfy tax
withholding obligations or upon termination of employment with the Company; provided that, in the
case of clauses, (i), (ii) and (iii) that the recipient of such gift, pledge, transfer or
distribution thereof agrees to be bound by the restrictions set forth herein; and provided that, in
the case of clause (iv), (a) such sales are not required to be reported in any public report or
filing with the Securities Exchange Commission (excluding a Form 3, 5 or 13G or 13D (or amendments
thereof) under the Securities Exchange Act of 1934) during the Lock-Up Period and (b) the
undersigned does not otherwise voluntarily effect any public filing or report regarding such sales;
and provided that, in the case of clause (vii) the restrictions contained in this agreement shall
apply in full force to sales pursuant to a 10b5-1 Trading Plan that was established after the date
hereof.



     Citigroup Global Markets Inc. and Goldman, Sachs & Co. may, in their sole discretion, release
any of the securities subject to this lockup agreement at any time without notice.



     If for any reason the Purchase Agreement shall be terminated prior to the Closing Date (as
defined in the Purchase Agreement), the agreement set forth above shall likewise be terminated.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:

Title:
	 	 







2









 








ANNEX A




Executive Officers and Directors




1. Charles Berger

2. Jeffrey Harris

3. William Janeway

4. Katharine Martin

5. Mark Myers

6. Philip Quigley

7. Robert Teresi

8. James Arnold

9. Steve Chambers

10. Steven Hebert

11. Donald Hunt

12. Jeanne McCann

13. Paul Ricci

14. John Shagoury





A-1 









 








ANNEX B




Form of Wilson Sonsini Goodrich Rosati Opinion Letter





	 	1.	 	The Company has been duly incorporated and is an existing corporation in
good standing under the laws of the State of Delaware with corporate power and
authority to own its properties and conduct its business as described in the
Disclosure Package and the Final Offering Memorandum.
	 
	 	2.	 	The Company is duly qualified as a foreign corporation for the transaction
of business and is in good standing in the State of Massachusetts.
	 
	 	3.	 	The Company has all requisite corporate power to execute and deliver the
Purchase Agreement and the Securities and to perform its obligations under the
terms of the Purchase Agreement and the Securities.
	 
	 	4.	 	The shares of Common Stock initially issuable upon conversion of the
Securities (the “Conversion Shares”) have been duly authorized and reserved for
issuance upon such conversion and, when issued and delivered in accordance with the
provisions of the Securities and the Indenture, will be duly and validly issued and
fully paid and non-assessable. The shares of Common Stock initially issuable upon
conversion of the Securities conform in all material respects to the description of
the common stock contained in the Disclosure Package and the Final Offering
Memorandum. The stockholders of the Company have no preemptive rights with respect
to the issuance of the Conversion Shares under the Certificate of Incorporation,
Bylaws or DGCL. The Board of Directors of the Company has duly and validly adopted
resolutions reserving such shares of Common Stock for issuance upon conversion of
the Securities.
	 
	 	5.	 	To such counsel’s knowledge, except as set forth in the Disclosure Package
and the Final Offering Memorandum, there are no pending or threatened actions,
suits or proceedings against the Company or its subsidiaries that such counsel
believe would have a material adverse effect on the business, results of
operations, or financial condition of the Company and its subsidiaries, taken as a
whole, or would materially and adversely affect the ability of the Company to
perform its obligations under the Purchase Agreement, the Registration Rights
Agreement, the Indenture and the Securities.
	 
	 	6.	 	The Purchase Agreement has been duly authorized, executed and delivered by
the Company.
	 
	 	7.	 	The Securities being issued on the date hereof are in the form contemplated
in the Indenture and have been duly authorized by the Company and, when executed by
the Company and authenticated by the Trustee in the manner provided for in the
Indenture and issued and delivered to the Initial Purchasers against payment of the
purchase price therefor specified in the Purchase





A-1 









 





	 	 	 	Agreement in accordance with the terms of the Purchase Agreement, will
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms and will be entitled to the benefits of
the Indenture.
	 
	 	8.	 	The Indenture has been duly authorized, executed and delivered by the
Company and constitutes a valid and binding agreement of the Company, enforceable
against the Company in accordance with its respective terms.
	 
	 	9.	 	The Registration Rights Agreement has been duly authorized, executed and
delivered by the Company and constitutes a valid and binding agreement of the
Company, enforceable against the Company in accordance with its respective terms.
	 
	 	10.	 	The issuance and sale of the Securities being delivered on the date hereof,
the issuance of the Conversion Shares, if any (assuming conversion on the date
hereof pursuant to the terms of the Securities) and the execution, delivery and
performance by the Company of its obligations under the Indenture, the Securities,
the Purchase Agreement, and the Registration Rights Agreement and the consummation
of the transactions therein contemplated do not conflict with or did not result in
a breach or violation by the Company of any of the terms or provisions of, or
constitute a default under, any Reviewed Agreement, nor will such action result in
any violation by the Company of (i) the Certificate of Incorporation or the Bylaws,
(ii) any U.S. federal or New York or Delaware (under the DGCL) state statute, or
(iii) any rule, order or regulation known to us of any U.S. federal or New York or
Delaware (under the DGCL) state court or governmental agency or body having
jurisdiction over the Company or any of its properties.
	 
	 	11.	 	No consent, approval, authorization, order, registration or qualification
of or with any U.S. federal or New York or Delaware (under the DGCL) state court or
governmental agency or body is required for the issue and sale of the Securities
and the issuance of the Conversion Shares or the consummation by the Company of the
transactions contemplated by the Purchase Agreement, the Registration Rights
Agreement or the Indenture, except (i) the registration under the Act of the
Securities and the Conversion Shares as contemplated by the Registration Rights
Agreement and the qualification of the Indenture under the Trust Indenture Act of
1939, as amended (the “Trust Indenture Act”), (ii) as may be expressly contemplated
by the Purchase Agreement, the Registration Rights Agreement, the Indenture or the
Securities and (iii) such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue Sky laws in
connection with the purchase and distribution of the Securities by the Initial
Purchasers and the issuance of the Conversion Shares upon conversion of the
Securities (as to which, in each case, such counsel need not express an opinion).




2 









 






	 	12.	 	The statements set forth in the Disclosure Package and the Final Offering
Memorandum under the captions “Description of the Debentures” and “Description of
Capital Stock,” insofar as such statements purport to constitute summaries of the
legal matters, documents or proceedings referred to therein, accurately summarize
in all material respects the matters referred to therein.
	 
	 	13.	 	The Company is not required to register as an “investment company,” as such
term is defined in the Investment Company Act of 1940, as amended.
	 
	 	14.	 	No registration of the Securities under the Act and no qualification of an
indenture under the Trust Indenture Act with respect thereto, is required for the
offer, sale and delivery of the Securities by the Company to the Initial Purchasers
pursuant to the Purchase Agreement and the initial resale of the Securities by the
Initial Purchasers in the manner contemplated by the Purchase Agreement and the
Final Offering Memorandum (it being understood that no opinion is expressed as to
any subsequent resale of the Securities or the shares of Common Stock issuable upon
conversion of the Securities).
	 
	 	15.	 	The statements set forth in the Disclosure Package and the Final Offering
Memorandum under the caption “Certain U.S. Federal Income Tax Considerations,”
insofar as they purport to summarize matters of United States federal income tax
laws or legal conclusions with respect thereto, accurately summarize in all
material respects the matters referred to therein.





 






     Such counsel shall state that it has participated in conferences with certain officers and
other representatives of the Company, representatives of the Initial Purchasers, counsel for the
Initial Purchasers and representatives of the independent certified public accountants of the
Company at which the contents of the Disclosure Package, the Final Offering Memorandum and related
matters were reviewed and discussed and, although such counsel does not assume any responsibility
for the accuracy, completeness or fairness of the Disclosure Package or the Final Offering
Memorandum (except to the extent of such counsel’s statements in paragraphs 12 and 15 above), and
has made no independent check or verification thereof, on the basis of the foregoing no facts have
come to such counsel’s attention that have caused it to believe that:




     (i) the documents included in the Disclosure Package, all considered together, as of
                     a.m./p.m. New York time on August ___, 2007 (the “Applicable Time”), contained an untrue
statement of a material fact or omitted to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not
misleading (it being understood that such counsel is not called upon to and does not comment
on the financial statements and the notes thereto and financial statement schedules and
other financial data derived from such financial statements or schedules included therein or
omitted therefrom), or



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     (ii) the Final Offering Memorandum, as of its date or as of the date hereof, contained
or contains an untrue statement of a material fact or omitted or omits to state a material
fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading (it being understood that such counsel is not
called upon to and does not comment on the financial statements and the notes thereto and
financial statement schedules and other financial data derived from such financial
statements or schedules included therein or omitted therefrom).




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ANNEX C



We have audited the consolidated balance sheets of Nuance Communications, Inc. (“the Company’) and
subsidiaries as of September 30, 2006 and 2005, and the consolidated statements of operations,
stockholders’ equity and comprehensive income/(loss), and cash flows for each of the two years in
the period ended September 30, 2006, and for the nine-month period ended September 30, 2004, all
incorporated by reference in the offering memorandum; our reports with respect thereto are also
incorporated by reference in the offering memorandum. We have also audited the effectiveness of the
Company’s internal control over financial reporting as of September 30, 2006, and our report with
respect thereto is also incorporated by reference in the offering memorandum. The offering
memorandum dated                      is herein referred to as “the Offering Memorandum.”



This letter is being furnished in reliance upon the representation from each of the placement
agents named in the Memorandum to us that -





	a.	 	You are knowledgeable with respect to the due diligence review process that would be
performed if this placement of securities were being registered pursuant to the Act.






	b.	 	In connection with the offering of senior convertible debentures, the review process you have
performed is substantially consistent with the due diligence review process that you would
have performed if this placement of securities were being registered pursuant to the Act.




In connection with the Offering Memorandum:



(1) We are an independent registered public accounting firm with respect to the Company within the
applicable rules and regulations adopted by the Securities and Exchange Commission (SEC) and the
Public Company Accounting Oversight Board (United States) (PCAOB).



(2) In our opinion, the consolidated financial statements audited by us and incorporated by
reference in the Offering Memorandum comply as to form in all material respects with the applicable
rules and regulations adopted by the SEC.



(3) We have not audited any financial statements of the Company as of any date or for any period
subsequent to September 30, 2006; although we have conducted an audit for the year ended September
30, 2006, the purpose (and therefore the scope) of the audit was to enable us to express our
opinion on the consolidated financial statements as of September 30, 2006, and for the year then
ended, but not on the financial statements for any interim period within that year. Therefore, we
are unable to and do not express any opinion on the unaudited condensed consolidated balance sheets
as of December 31, 2006, March 31, 2007 and June 30, 2007, respectively, the unaudited condensed
consolidated statements of operations for the three, three and six and three and nine-month periods
ended December 31, 2006 and 2005, March 31, 2007 and 2006 and June 30, 2007 and 2006, and the cash
flows for the three, six and nine-month


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periods ended December 31, 2006, March 31, 2007 and June 30, 2007, respectively, incorporated by
reference in the Offering Memorandum, or on the financial position, results of operations, or cash
flows as of any date or for any period subsequent to September 30, 2006.



(4) For purposes of this letter, we have read the fiscal 2007 approved and signed minutes of
meetings of the stockholders and the board of directors of the Company and its subsidiaries as set
forth in the minute books through August 7, 2007, officials of the Company having advised us that
the minutes of all such meetings through that date were provided to us; we have carried out other
procedures to August 7, 2007 as follows (our work did not extend beyond August 7, 2007):





(a) With respect to the three, three and six and three and nine-month periods ended December
31, 2006 and 2005, March 31, 2007 and 2006, and June 30, 2007 and 2006, respectively, we
have:




(i) Performed the procedures specified by the PCAOB for a review of interim
financial information as described in SAS 100, “Interim Financial Information,” on
the unaudited condensed consolidated financial statements for these periods,
described in (3), included in the company’s quarterly report on Form 10-Q for the
quarters ended December 31, 2006, March 31, 2007 and June 30, 2007, incorporated by
reference in the Offering Memorandum.




ii) Inquired of certain officials of the Company who have responsibility for
financial and accounting matters whether the unaudited condensed consolidated
financial statements referred to in a(i) comply as to form in all material respects
with the applicable accounting requirements of the Securities Exchange Act of 1934
as it applies to Form l0-Q and the related rules and regulations adopted by the SEC.


The foregoing procedures do not constitute an audit conducted in accordance with generally accepted
auditing standards. Also, they would not necessarily reveal matters of significance with respect to
the comments in the following paragraph. Accordingly, we make no representations about the
sufficiency of the foregoing procedures for your purposes.



(5) Nothing came to our attention as a result of the foregoing procedures, however, that caused us
to believe that —





a. Any material modifications should be made to the unaudited condensed consolidated
financial statements described in (3), incorporated by reference in the Offering
Memorandum, for them to be in conformity with generally accepted accounting
principles.




b. The unaudited condensed consolidated financial statements described in (3) do not
comply as to form in all material respects with the applicable accounting
requirements of the Securities Exchange Act of 1934 as it applies to Form 10-Q and
the related rules and regulations adopted by the SEC.



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(6) Company officials have advised us that no consolidated financial statements as of any date or
for any period subsequent to June 30, 2007, are available; accordingly, the procedures carried out
by us with respect to changes in financial statement items after June 30, 2007, have, of necessity,
been even more limited than those with respect to the periods referred toin (3). We have inquired
of certain officials of the Company who have responsibility for financial and accounting matters
whether (a) at August 7, 2007, there was any change in the capital stock, increase in long-term
debt or any decreases in consolidated net current assets or stockholders’ equity of the
consolidated companies as compared with amounts shown on the June 30, 2007, unaudited condensed
consolidated balance sheet incorporated by reference in the Offering Memorandum or (b) for the
period from July 1, 2007 to August 7, 2007, there were any decreases, as compared with the
corresponding period in the preceding year, in consolidated net sales or increases in the total or
per-share amounts of net loss. On the basis of these inquiries and our reading of the minutes as
described in (4), nothing came to our attention that caused us to believe that there was any such
change, increase, or decrease except in all instances for changes, increases, or decreases that the
Offering Memorandum discloses have occurred or may occur.



(7) Our audit of the consolidated financial statements for the periods referred to in the
introductory paragraph of this letter comprised audit tests and procedures deemed necessary for the
purpose of expressing an opinion on such consolidated financial statements taken as a whole. For
none of the periods referred to therein nor for any other period did we perform audit tests for the
purpose of expressing an opinion on individual balances of accounts or summaries of selected
transactions such as those enumerated below and, accordingly, we express no opinion thereon.



(8) However, for purposes of this letter, we have read the circled items identified by you on the
attached copy of the Offering Memorandum, Forms l0-Q for the periods ended December 31, 2006, March
31, 2007, and June 30, 2007, Form 10-K/A (first amended) and Form 10-K/A (second amended) both for
fiscal year ended September 30, 2006 and have performed the following additional procedures, which
were applied as indicated by the symbols explained below. In performing these procedures, we have
considered to be in agreement amounts that, when compared, differed only due to the effect of
rounding. With respect to amounts that were computed by adjusting amounts for the receipt and
application of the proceeds from the offering as set forth under “Use of Proceeds,” it should be
understood that we make no comment regarding the reasonableness of the “Use of Proceeds” or whether
such proceeds or use will actually occur. Our additional procedures were as follows:





A) We compared the dollar amount, number, or percentage to the corresponding dollar amount,
number, or percentage appearing in the audited consolidated financial statements or
footnotes thereto included in the Company’s Form 10-K/A, incorporated by reference in the
Offering Memorandum, and found such amounts to be in agreement.




(B) We compared the dollar amount, number, or percentage to the corresponding dollar amount,
number, or percentage appearing in the unaudited consolidated financial statements or
footnotes thereto, incorporated by reference in the Offering Memorandum, and found such
amounts to be in agreement.



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(C) We compared the dollar amount, number, or percentage to the corresponding dollar amount,
number or percentage appearing on a schedule provided by the Company and derived in whole or
in part from the accounting records, and found such amount to be in agreement. We make no
comment as to the completeness or accuracy of the schedule.




(D) We recomputed the dollar amount, number, or percentage from the appropriate dollar
amount, number, or percentage derived from the unaudited consolidated financial statements
or footnotes thereto or other places in the document, incorporated by reference in the
Offering Memorandum.




(E) We recomputed the dollar amount, number, or percentage from the appropriate dollar
amount, number, or percentage derived from the audited financial statements or footnotes
thereto or other places in the document, included in the Company’s 10-K/A, incorporated by
reference in the Offering Memorandum.


     (9) It should be understood that we make no representations regarding questions of legal
interpretation or regarding the sufficiency for your purposes of the procedures enumerated in the
preceding paragraph; also, such procedures would not necessarily reveal any material misstatement
of the amounts or percentages listed above. Further, we have addressed ourselves solely to the
foregoing data as set forth and incorporated by reference in the Offering Memorandum and make no
representations regarding the adequacy of disclosure or regarding whether any material facts have
been omitted.



     (10) This letter is solely for the information of the addressees and to assist the placement
agents in conducting and documenting their investigation of the affairs of the company in
connection with the offering of the securities covered by the Offering Memorandum, and it is not to
be used, circulated, quoted, or otherwise referred to within or without the placement agents for
any other purpose, including but not limited to the purchase or sale of securities, nor is it to be
filed with or referred to in whole or in part in the Offering Memorandum or any other document,
except that reference may be made to it in the placement agreement or in any list of closing
documents pertaining to the offering of the securities covered by the Offering Memorandum.





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