EX-10.1



 Exhibit 10.1 

EXECUTION COPY 
 NUANCE
COMMUNICATIONS, INC. 
 U.S.$300,000,000 6.000% Senior Notes Due 2024 

Purchase Agreement 
 June 14,
2016 
 Morgan Stanley & Co. LLC 
 1585 Broadway 

New York, New York 10016 
 Barclays Capital Inc. 

745 Seventh Avenue 
 New York, New York 10019 

As Representative of the several 
 Initial Purchasers named in

 Schedule I hereto 
 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 “Representative”) are acting as representative, U.S. $300,000,000 aggregate principal amount of its 6.000% Senior Notes due 2024 (the
“Notes”). The Securities (as defined herein) are to be issued under an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), among the Company, the Guarantors (as defined herein) and
U.S. Bank National Association, as trustee (the “Trustee”). 
 The payment of principal of, premium, if any, and interest on the Notes will
be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired
after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assignees (collectively, the “Guarantors”), pursuant to their guarantees (the
“Guarantees”). The Notes and the Guarantees thereof are herein collectively referred to as the “Securities.” 
 To the
extent there are no additional parties listed on Schedule I other than you, the term Representative as used herein shall mean you as the Initial Purchaser, and the terms Representative and Initial Purchasers shall mean either the singular or plural
as the context 

  
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requires. If there is more than one Representative listed above, then all references to the term Representative shall be construed in the plural. The use of the neuter in this Agreement shall
include the feminine and masculine wherever appropriate. Certain terms used herein are defined in Section 25 hereof. 
 The sale of the Securities to
the Initial Purchasers will be made without registration of the Securities 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 June 14, 2016 (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 June 14, 2016 (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 and the Securities. 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. Each of the Company and the Guarantors, jointly and severally, hereby 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 and on the
Closing Date, the Final Memorandum did not and will not (and any amendment or supplement thereto, at the date thereof and at the Closing 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 and the Guarantors make 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
Representative 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 

  
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misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any
Initial Purchaser through the Representative 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, the Guarantors, their respective 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 under the Act. 

(e) None of the Company, the Guarantors, their respective 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 or engaged in any directed selling efforts (within the meaning of Rule 902 of Regulation S) with respect to
Securities; and each of the Company, each Guarantor, and their respective Affiliates and each person acting on its or their behalf has complied with and will implement the offering restrictions requirement of Regulation S. 

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

(g) No registration under the Act of the Securities 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 and each Guarantor 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) None of the Company or any of the Guarantors has 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). 

  
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 (k) None of the Company or any of the Guarantors has 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. 
 (l) Each of the Company and its “significant subsidiaries” (as such term is defined in Rule 1-02 of Regulation
S-X)(each a “Significant Subsidiary”) has been duly incorporated or formed and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered
or organized, except where the failure of such subsidiary to be in good standing would not reasonable be expected to have a Material Adverse Effect, with full corporate or limited liability company 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 the Company and each Guarantor has the full corporate power and authority to enter into and perform its obligations
under each of this Agreement, the Indenture and the Securities, as applicable, 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 or duly qualified would not reasonably be expected to have a Material Adverse Effect (as defined herein). 

(m) All the outstanding shares of capital stock of each Significant Subsidiary of the Company 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 or as would not otherwise reasonably be expected to have a Material
Adverse Effect, all outstanding shares of capital stock of the subsidiaries of the Company 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 has an authorized capitalization as set forth, or incorporated by reference, in each of the Disclosure Package and the Final
Memorandum, and all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. All of the issued shares of capital stock of each subsidiary of the Company have been duly
authorized and validly issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims as would
not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 (o) The statements in the Preliminary Memorandum and the
Final Memorandum under the headings “Certain U.S. Federal Income Tax Considerations,” “Description of Notes,” “Plan of Distribution” and “Legal Proceedings” (which section is 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 and each Guarantor; the Indenture has been duly authorized by the Company and each Guarantor and, assuming due authorization, execution and delivery thereof by the Trustee, when executed and delivered by the Company and each Guarantor,
will constitute a legal, valid, 

  
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binding instrument enforceable against the Company and each Guarantor 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 Notes have been duly authorized by the Company, and, when executed and authenticated in accordance
with the provisions of the Indenture and delivered to 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); the Guarantees of the Notes on the Closing Date will be in the form contemplated by the Indenture and have been duly authorized by each Guarantor for issuance pursuant to this Agreement and the Indenture; the Guarantees of the Notes, at the
Closing Date, will have been duly executed by each of the Guarantors and, when the Notes have been authenticated in the manner provided for in the Indenture and issued and delivered against payment of the purchase price therefor, the Guarantees of
the Notes will constitute legal, valid and binding obligations of the Guarantors, enforceable in accordance with their terms 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). 

(q) Neither the Company nor any of the Guarantors nor any agent thereof acting on their behalf has taken, and none of them will take, any
action that might cause this Agreement or the issuance or sale of the Securities to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System. 

(r) 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 or in the Indenture, except such as may be required under the blue sky laws of any jurisdiction in which the Securities are offered and sold. 

(s) None of the execution and delivery of the Indenture or this Agreement, the issuance and sale of the Securities, 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 of (including any Debt Repayment Triggering Event, in the case of clause
(ii) below), or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Guarantors pursuant to, (i) the charter or by-laws or comparable constituting documents of the Company or any of the
Guarantors; (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 the Guarantors or any of its or their properties, other than in (ii) or (iii), as disclosed in the Disclosure Package or those conflicts, violations, breaches or defaults (including any Debt Repayment
Triggering Event, in the case of clause (ii)) that would not reasonably be expected to 

  
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have a Material Adverse Effect or a material adverse effect on the transactions contemplated by this Agreement. As used herein, a “Debt Repayment Triggering Event” means any event or
condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption
or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries. 
 (t) 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; 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 requirements of Regulation S-X. 
 (u) 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 or the Indenture, 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). 

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

  
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 (x) BDO USA, 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. 

(y) 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. 
 (z) The Company and each Guarantor 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, 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 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). 
 (aa) 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). 

(bb) 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). 

(cc) No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any
other distribution on 

  
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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). 

(dd) 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). 
 (ee) The Company and its subsidiaries own or possess, or can
acquire on reasonable terms, all patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks,
service marks and trade names currently employed by them in connection with the business now operated by them except for those, the failure to own or possess, would not reasonably be expected to result in a Material Adverse Effect, and neither the
Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, would reasonably be expected to have a Material Adverse
Effect. 
 (ff) 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 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 controls over financial reporting. 
 (gg) 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. 

(hh) 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 

  
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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 or be in compliance with required permits, licenses or other approvals, or liability would not, individually or in the aggregate, 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). 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. 
 (ii) 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 would not, individually or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum; (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 would not, individually or in the aggregate, have a
Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum. 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 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 would not, individually or in the aggregate, have a Material Adverse Effect,
except as set forth in or contemplated in the Disclosure Package and the Final Memorandum; 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
would not, individually or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum. 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. 

(jj) Neither the Company nor any of its subsidiaries or affiliates, nor any director, officer, or employee, nor, to the Company’s
knowledge, any agent or representative of the Company or of any of its subsidiaries or affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money,
property, gifts or anything else of value, directly or indirectly, to any 

  
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“government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an
official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, or any other person) to influence official action or secure an improper advantage; and the Company and its
subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with
such laws and with the representation and warranty contained herein. 
 (kk) The operations of the Company and its subsidiaries are and have
been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-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 Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. 

(ll) (i) Neither the Company nor any of its subsidiaries, nor any director, officer, or employee thereof, nor, to the Company’s
knowledge, any agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: 

(A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets
Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority having
jurisdiction over the Company or its subsidiaries (collectively, “Sanctions”), nor 
 (B) located, organized
or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria). 

(ii) The Company will not, directly or indirectly, use the proceeds of the offering of the Securities, or lend, contribute or otherwise make
available such proceeds to any subsidiary, joint venture partner or other Person: 
 (A) to fund or facilitate any activities
or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or 

  
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 (B) in any other manner that will result in a violation of Sanctions by any
Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). 
 (iii) For the past 5
years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or
transaction is or was the subject of Sanctions. 
 (mm) 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. 

(nn) The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Preliminary Memorandum or the
Final Memorandum fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. 

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

2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth,
each of the Company and the Guarantors agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company and the Guarantors, at a purchase price of 99.500% of the aggregate offering
price thereof as set forth on the cover page of the Final Memorandum, plus accrued interest, if any, from June 21, 2016 to the Closing Date, the principal amount of Securities set forth opposite such Initial Purchaser’s name in Schedule I
hereto. 
 3. Delivery and Payment. (a) Delivery of and payment for the Securities shall be made at 10:00 A.M., New York City
time, on June 21, 2016, or at such time on such later date not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative 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 to the Representative for the
respective accounts of the several Initial Purchasers against payment by the several Initial Purchasers through the Representative 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 Representative shall otherwise instruct. 

4. Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities have not been and will not be
registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Act. 

  
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 (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 or
to, or for the account or benefit of, U.S. persons (x) as part of their distribution at any time or (y) otherwise until 40 days after the later of the commencement of the offering and the date of the closing of the offering except: 

 

	 	(A)	to those it reasonably believes to be “qualified institutional buyers” (as defined in Rule 144A under the Act) or; 

  

	 	(B)	in accordance with Rule 903 of Regulation S; 

 (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) neither it,
nor any of its Affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities; 

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

(vi) it has complied and will comply with the offering restrictions requirement of Regulation S; 

(vii) at or prior to the confirmation of sale of Securities (other than a sale of Securities pursuant to
Section 4(b)(i)(A) of this Agreement), it shall have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the distribution compliance period (within the
meaning of Regulation S) a confirmation or notice to substantially the following effect: 
 “The Securities covered hereby have not been
registered under the U.S. Securities Act of 1933 (the “Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or
(ii) otherwise until 40 days after the later of the commencement of the 

  
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offering and the date of closing of the offering, except in either case in accordance with Regulation S or Rule 144A under the Act. Terms used in this paragraph have the meanings given to them by
Regulation S.”; and 
 (viii) it 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 consent of the Company. 

5. Agreements. Each of the Company and the Guarantors agrees with each Initial Purchaser that: 

(a) The Company and the Guarantors 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) Neither the Company nor the Guarantors will 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 Representative; 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 Representative with a copy of such document for their review. The Company will promptly advise the Representative 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 Representative), 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 Representative 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 Representative, the Company and each Guarantor
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 Representative. 

  
 13 








 (e) The Company and each Guarantor will arrange, if necessary, for the qualification of the
Securities for sale by the Initial Purchasers under the laws of such jurisdictions as the Representative 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 or the Guarantors 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 and each Guarantor will promptly advise the Representative of the receipt by the Company or any such Guarantor of any notification with respect to
the suspension 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 and each Guarantor will not, and will not permit any of their respective controlled Affiliates to, resell any Securities that
have been acquired by any of them. 
 (g) None of the Company, the Guarantors, their respective 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 under the Act. 

(h) None of the Company, the Guarantors, their respective Affiliates, or any person acting on their behalf will engage in any directed selling
efforts (within the meaning of Regulation S) with respect to the Securities; and each of them will comply with the offering restrictions requirement of Regulation S. 

(i) Unless the Securities have been registered under the Act, any information provided by the Company, the Guarantors, their respective
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 the
restrictions under Rule 144A and Regulation S under the Act. 
 (j) None of the Company, the Guarantors, their respective 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. 

(k) For so long as any of the Securities 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. 

  
 14 








 (l) The Company and the Guarantors will cooperate with the Representative and use their
respective commercially reasonable efforts to permit the Securities to be eligible for clearance and settlement through The Depository Trust Company. 

(m) Each of the Securities will bear, to the extent applicable, the legend contained in “Notice to Investors” in the Preliminary
Memorandum and the Final Offering Memorandum for the time period and upon the other terms stated therein. 
 (n) Neither the Company nor any
Guarantor will 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 or any Guarantor to facilitate the sale or resale of the Securities. 
 (o) The Company will, until the Closing Date, furnish
to the Representative (i) all reports or other communications (financial or other) generally made available to stockholders, and deliver such reports and communications to the Representative 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 Representative 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). 
 (p) 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 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. 
 (q) 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. 
 (r) The Company agrees to pay the costs and expenses relating to
the following matters: (i) the preparation of the Indenture, the issuance of the Securities, and the fees of the Trustee; (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 

  
 15 








 
for the Initial Purchasers relating to such registration and qualification); (viii) admitting the Securities for clearance and settlement through The Depository Trust Company; (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 and pay for the
Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein at the Execution Time and the Closing Date (as though made on such Closing Date), to the accuracy of the statements
of the Company and the Guarantors made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective obligations hereunder and to the following additional conditions precedent: 

(a) The Company shall have requested and caused (i) Wilson Sonsini Goodrich & Rosati, counsel for the Company, to furnish to the
Representative its opinion, dated the Closing Date and addressed to the Initial Purchasers, to the effect of the substantive paragraphs set forth on Annex B-1 hereto, and (ii) Holland and Knight LLP, local counsel for Nuance Document Imaging,
Inc., to furnish to the Representative its opinion, dated the Closing Date and addressed to the Initial Purchasers, to the effect of the substantive paragraphs set forth on Annex B-2 hereto. 

(b) The Representative shall have received from Davis Polk & Wardwell LLP, counsel for the Initial Purchasers, such opinion or
opinions, dated the Closing Date and addressed to the Initial Purchasers, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other
related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. 

(c) The Company shall have furnished to the Representative a certificate of the Company (as to the items specified in (i) and
(ii) below) and of each Guarantor (as to the items specified in (i) below), signed by (x) the Chairman of the Board or the Chief Executive Officer of the Company and (y) the principal financial or accounting officer of the
Company or the Guarantor, respectively, 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 and each Guarantor, as applicable, 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 and each Guarantor, as applicable, 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 

  
 16 








 (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) At the Execution Time and at the Closing Date, the Company shall have requested and caused BDO
USA, LLP to furnish to the Representative letters, dated respectively as of the Execution Time and as of the Closing Date, in each case in form and substance satisfactory to the Representative. 

(e) On the date hereof, the Representatives shall have received a written certificate executed by the Chief Financial Officer of the Company,
the form of which is attached as Schedule III 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 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 Representative, 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) Subsequent to the Execution Time and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any notice have
been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the debt securities of the Company or any of its subsidiaries by
any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act. 

(h) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. 

(i) Prior to the Closing Date, the Company and each Guarantor shall have furnished to the Representative such further information,
certificates and documents as the Representative may reasonably request. 

  
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 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 Representative 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 Representative. 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 or any Guarantor 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. 

8. Indemnification and Contribution. (a) Each of the Company and the Guarantors, jointly and severally, 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 or any Guarantor 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 and the Guarantors 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 or any Guarantor by or on behalf of any Initial Purchaser through the Representative
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 Subsection (b) below. This indemnity agreement
will be in addition to any liability that the Company and the Guarantors may otherwise have. 

  
 18 








 (b) Each Initial Purchaser severally, and not jointly, agrees to indemnify and hold harmless the
Company, each Guarantor, each of their respective directors, each of their respective officers, and each person who controls the Company or any Guarantor 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 or any Guarantor by or on behalf of such Initial Purchaser through the Representative 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 and the Guarantors acknowledge that the statements set forth under
(i) the third paragraph under the heading “Plan of Distribution” and (ii) the heading “Plan of Distribution—Stabilization and Short Positions” 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 (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 

  
 19 








 
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 (i) includes 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, each Guarantor 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, each Guarantor 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 and the Guarantors 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, each Guarantor 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 and each
Guarantor 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 and the
Guarantors shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by the Company, 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 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 or the Guarantors 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,
each Guarantor 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 or any Guarantor within the meaning of either the Act or the Exchange Act and each officer and director of the Company or any
Guarantor shall have the same rights to contribution as the Company or any Guarantor, subject in each case to the applicable terms and conditions of this paragraph (d). 

  
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 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
Representative 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 Representative, 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 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 Representative, 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 Representative, 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, the Guarantors or their respective 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 the Guarantors or any of the indemnified 

  
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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
Representative, will be mailed, delivered or telefaxed to Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10016, Attention: High Yield Syndicate Desk; Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019,
Attention: Syndicate Registration , with a copy to the Legal 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 with a copy to Wilson, Sonsini, Goodrich & Rosati, 1700 K Street, NW Fifth Floor, Washington, DC 20006, telefax 212-999-5899, Attention: Robert Sanchez. 

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(k) hereof, no other person will have any right or obligation hereunder. 

14. Jurisdiction. The Company and each Guarantor agrees that any suit, action or proceeding against the Company or any Guarantor
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 CT Corporation, 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 Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company and each Guarantor 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 and each Guarantor 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 and each Guarantor, as
applicable. 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. 

  
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 15. Integration. This Agreement supersedes all prior agreements and understandings
(whether written or oral) between the Company and/or the Guarantors 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 and each Guarantor 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 and each Guarantor 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 and each Guarantor, 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 or any Guarantor 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 and each Guarantor 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 or any Guarantor on related or other matters). The Company and each Guarantor 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 or any Guarantor 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 and each Guarantor 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 be necessary to compensate for the shortfall. Any obligation of the Company or any Guarantor 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 or any Guarantor 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 

  
 23 








 
or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Company and each Guarantor 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. Interpretation. For purposes of this Agreement, any statement as to any person acting on behalf of the Company or the Guarantors or
their respective Affiliates shall be deemed to not include the Initial Purchasers or any person acting on their behalf. 
 25.
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(r) hereto and in the form attached as Schedule II hereto and (iii) any Issuer Written Information. 

“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. 

  
 24 








 “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. 

“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. 
  

  
 25 








 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 Guarantors and the several Initial Purchasers. 

 

			
	Very truly yours,
	
	NUANCE COMMUNICATIONS, INC.
		
	 By:
	 	 /s/ Daniel Tempesta

	 Name:
	 	Daniel Tempesta
	 Title:
	 	Executive Vice President and Chief Financial Officer
	
	NUANCE DOCUMENT IMAGING, INC.
	VLINGO CORPORATION
	NUANCE TRANSCRIPTION SERVICES, INC.
	 QUADRAMED QUANTIM CORPORATION,

as Guarantors

		
	 By:
	 	 /s/ Daniel Tempesta

	 Name:
	 	Daniel Tempesta
	 Title:
	 	Director, President and Treasurer



  
 [Signature Page to
Purchase Agreement] 








 The foregoing Agreement is hereby confirmed 

and accepted as of the date first above written. 
 Morgan
Stanley & Co. LLC 
  

			
	By:	 	 /s/ Jonathon Rauen

	Name:	 	Jonathon Rauen
	Title:	 	Authorized Signatory

 Acting on behalf of itself and the 

            several Initial Purchasers named 

            in Schedule I hereto. 

  
 [Signature Page to
Purchase Agreement] 








 The foregoing Agreement is hereby confirmed 

and accepted as of the date first above written. 
 Barclays
Capital Inc. 
  

			
	By:	 	 /s/ Joseph Jordan

	Name:	 	Joseph Jordan
	Title:	 	Managing Director

 Acting on behalf of itself and the 

            several Initial Purchasers named 

            in Schedule I hereto. 

  
 [Signature Page to
Purchase Agreement] 








 SCHEDULE I 
  

					
	 Initial Purchasers
	  	Principal Amount
of Firm
Securities to be
Purchased	 
	 Morgan Stanley & Co. LLC
	  	U.S.$	168,000,000	  
	 Barclays Capital Inc.
	  	 	72,000,000	  
	 Deutsche Bank Securities Inc.
	  	 	12,000,000	  
	 Citigroup Global Markets Inc.
	  	 	9,600,000	  
	 Evercore Group L.L.C
	  	 	9,600,000	  
	 Mitsubishi UFJ Securities (USA), Inc.
	  	 	9,600,000	  
	 RBC Capital Markets, LLC
	  	 	9,600,000	  
	 SunTrust Robinson Humphrey, Inc.
	  	 	9,600,000	  
		  	  
	  
	 
	 Total
	  	U.S.$	300,000,000	  
		  	  
	  
	 


  
 Sch-I-1 








 SCHEDULE II 

Nuance Communications, Inc. 

Pricing Term Sheet 

June 14, 2016 
  

 

			
	Issuer:	 	Nuance Communications, Inc.
		
	Security Description:	 	$300,000,000 aggregate principal amount of 6.000% Senior Notes due 2024
		
	Distribution:	 	144A for life / Reg S
		
	Issue Price:	 	100.000%
		
	Gross Proceeds:	 	$300,000,000
		
	Coupon:	 	6.000%, accruing from June 21, 2016
		
	Maturity:	 	July 1, 2024
		
	Guarantors:	 	Each domestic Restricted Subsidiary of the Issuer that guarantees the Issuer’s credit facility will be a guarantor of the notes.
		
	Spread to Benchmark Treasury:	 	+449 basis points
		
	Benchmark Treasury:	 	2.375% UST due August 15, 2024
		
	Interest Payment Dates:	 	July 1 and January 1 of each year, beginning on January 1, 2017
		
	Record Dates:	 	June 15 and December 15 of each year
		
	Make-Whole Redemption:	 	Make-whole redemption at Treasury Rate + 50 basis points prior to July 1, 2019
		
		 	On or after July 1, 2019, at the following redemption prices (expressed as a percentage of principal amount of the notes to be redeemed), plus accrued and unpaid interest, if any, on the notes redeemed during the
twelve-month period indicated beginning on July 1 of each of the years indicated below:


 

 Optional Redemption:




					
	Year	  	Price	 
	 2019
	  	 	104.500	% 
	 2020
	  	 	102.250	% 
	 2021 and thereafter
	  	 	100.000	% 

 
 


			
		
	Equity Clawback:	 	Up to 35% at 106.000% prior to July 1, 2019
		
	Change of Control:	 	101% plus accrued and unpaid interest
		
	Trade Date:	 	June 14, 2016
		
	Settlement Date:	 	June 21, 2016 (T+5)
		
	CUSIP Number (144A / Reg S):	 	67020YAJ9 / U66981AC2
		
	ISIN Number (144A / Reg S):	 	US67020YAJ91 / USU66981AC29
		
	Denominations:	 	$2,000
		
	Increments:	 	$1,000
		
	Joint Book-Running Managers:	 	 Morgan Stanley & Co. LLC
 Barclays
Capital Inc.

		
	Senior Co-Manager:	 	Deutsche Bank Securities Inc.
		
	  
 Co-Managers:
	 	 Citigroup Global Markets Inc.
 Evercore Group
L.L.C
 Mitsubishi UFJ Securities (USA), Inc.
 RBC Capital
Markets, LLC
  
 SunTrust Robinson Humphrey, Inc.


  

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


 
  

The information in this Pricing Term Sheet dated June 14, 2016 supplements the Preliminary Offering Memorandum dated June 14, 2016 and supersedes
the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum. 

  
 Sch-II-1 








 This communication is confidential and is intended for the sole use of the person to whom it is provided by
the sender. The information in this communication does not purport to be a complete description of the notes or the offering. Please refer to the Preliminary Offering Memorandum for a more complete description. 

This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of any such jurisdiction. 

The notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the laws of any other place. The notes
may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and are being offered only (1) to
“qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. 

Any disclaimers or notices that may appear on this Pricing Term Sheet below the text of this legend are not applicable to this Pricing Term Sheet and
should be disregarded. Such disclaimers may have been electronically generated as a result of this Pricing Term Sheet having been sent via, or posted on, Bloomberg or another electronic mail system. 

  
 Sch-II-2 








 SCHEDULE III 

NUANCE COMMUNICATIONS, INC. 

CERTIFICATE OF THE CHIEF FINANCIAL OFFICER 

June 14, 2016 
 Reference is hereby made to
the Purchase Agreement, dated June 14, 2016 (the “Purchase Agreement”), between Nuance Communications, Inc. (the “Company”) and Morgan Stanley & Co. LLC and Barclays Capital Inc., as representatives of
the several initial purchasers named on Schedule I thereto (the “Initial Purchasers”). Capitalized terms used but not defined in this certificate have the meaning assigned to them in the Purchase Agreement. 

I am responsible for the financial accounting matters of the Company and am familiar with the accounting books and records and internal
controls of the Company. To assist the Initial Purchasers in conducting and documenting their investigation of the affairs of the Company, I, Daniel D. Tempesta, in my capacity as Chief Financial Officer of the Company, do hereby certify pursuant to
Section 6(e) of the Purchase Agreement that after reasonable inquiry and investigation by myself or members of my staff who are responsible for the Company’s financial and accounting matters: 

 

	 	1.	The items marked with “A” on the pages attached as Exhibit A (a) are derived from the accounting books and records of the Company, (b) fairly present, in all material respects, the Company’s
calculation of the aforementioned information for the periods presented and (c) are calculated substantially in accordance with the description thereof contained in footnotes contained therein. 


  
 Sch-III-1 








 IN WITNESS WHEREOF, I, Daniel D. Tempesta, have signed this certificate as of the date first written above. 

 

			
	NUANCE COMMUNICATIONS, INC.
		
	By:	 	  

	Name:	 	Daniel D. Tempesta
	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to CFO
Certificate] 








 Exhibit A 







 ANNEX B-1 
  

	 	1.	The Company and each Specified Subsidiary Guarantor 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
respective properties and conduct its business as described in the Disclosure Package and the Final Offering Memorandum. 

  

	 	2.	The Company is qualified to do business in the Commonwealth of Massachusetts. 

  

	 	3.	The Company and each Specified Subsidiary Guarantor has all requisite corporate or limited liability company power, as applicable, to execute and deliver the Purchase Agreement, the Indenture and the Securities and to
perform its obligations under the terms of the Purchase Agreement, the Indenture and the Securities. 

  

	 	4.	The Purchase Agreement has been duly authorized, executed and delivered by the Company and each Specified Subsidiary Guarantor. 

  

	 	5.	The Securities being issued on the date hereof 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 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. 

  

	 	6.	The Indenture has been duly authorized, executed and delivered by the Company and each Specified Subsidiary Guarantor and constitutes a valid and binding agreement of the Company and each Subsidiary Guarantor,
enforceable against the Company and each Subsidiary Guarantor in accordance with its terms. 

  

	 	7.	 The issuance and sale of the Securities being delivered on the date hereof and the execution, delivery and
performance by the Company and each Specified Subsidiary Guarantor of its obligations under the Indenture, the Securities and the Purchase Agreement and the consummation of the transactions therein contemplated, except as disclosed in the risk
factor entitled “We may be unable to repurchase the notes or make any other payment on the notes” contained in the Disclosure Package and the Final Offering Memorandum,” do not violate, or constitute a default under, any Reviewed
Agreement, nor will such action result in any violation by the Company or any Specified Subsidiary Guarantor of (i) the certificate of incorporation, articles of incorporation, certificate of formation, bylaws or operating agreement, as




  
 B-1-1 









	 	
applicable, of the Company or such Specified Subsidiary Guarantor, (ii) any U.S. federal or New York or Delaware (under the DGCL) state statute, or (iii) any rule, order or regulation
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 the Specified Subsidiary Guarantors or any of their respective properties. 


 

	 	8.	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 or the consummation by the Company and the Specified Subsidiary Guarantors of the transactions contemplated by the Purchase Agreement or the Indenture, except as may be expressly contemplated by the Purchase Agreement, the
Indenture or the Securities. 

  

	 	9.	The statements set forth in the Disclosure Package and the Final Offering Memorandum under the captions “Description of Notes” 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. 

  

	 	10.	Neither the Company nor any Subsidiary Guarantor is, or will be after giving effect to the offering and sale of the Securities and the application of the net proceeds therefrom, required to register as an
“investment company,” as such term is defined in the Investment Company Act of 1940, as amended. 

  

	 	11.	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). 

  

	 	12.	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. 

  

 
 We have
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 we do not assume any responsibility for the accuracy,


  
 B-1-2 








 
completeness or fairness of the Disclosure Package or the Final Offering Memorandum (except to the extent of our statements in paragraphs 9 and 12 above), and we have made no independent check or
verification thereof, on the basis of the foregoing no facts have come to our attention that have caused us to believe that: 

(i) the Disclosure Package, as of 5:25 p.m. New York time on June 14, 2016 (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 we are not called upon
to and do 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 

(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 we are not called upon to and do 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). 

We further advise that, based on the foregoing, to our 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 we 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 Indenture and the Securities. 

  
 B-1-3 








 ANNEX B-2 

1. The Florida Guarantor is a corporation currently existing under the laws of the State of Florida, and its corporate status in such state is
active. 
 2. The Florida Guarantor has the corporate power and authority to own its properties and to conduct its business as described in
the Final Offering Memorandum. 
 3. The Florida Guarantor has the requisite corporate power to execute and deliver the Purchase Agreement
and the Indenture (including the Guarantee therein) and to perform its obligations thereunder. 
 4. The Purchase Agreement has been duly
authorized, executed and delivered by the Florida Guarantor. 
 5. The Indenture has been duly authorized, executed and delivered by the
Florida Guarantor. 
 6. The issuance and sale of the Guarantee being delivered on the date hereof, the execution and delivery by the
Florida Guarantor of the Indenture and the Purchase Agreement, the performance by the Florida Guarantor of its obligations under the Indenture and the Purchase Agreement, and the consummation of the transactions therein contemplated do not result in
any violation by the Florida Guarantor of (i) the Organizational Documents of the Florida Guarantor or (ii) any Applicable Law, as defined below. 

7. No consent, approval, authorization, order, registration or qualification of or with any Florida state court or governmental agency or
body is required for the issuance and sale of the Guarantee by the Guarantor or the consummation by the Florida Guarantor of the transactions contemplated by the Purchase Agreement or the Indenture. 

This opinion letter is based as to matters of law solely on such statutes, rules, and regulations of the State of Florida that a Florida lawyer exercising
customary professional diligence would reasonably be expected to recognize as being applicable to transactions of the type contemplated by the Opinion Documents and to the parties thereto, and does not cover laws, rules, or regulations that are
applicable solely because an entity or its affiliate is engaged in regulated business activities or otherwise because of the specific nature or sources of the assets or business of the entity or its affiliate (“Applicable Law”). 

  
 B-2-1