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2 similar Stockholders Agreement contracts by Warburg Pincus Private Equity Viii L P

THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • January 30th, 2009 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software • Delaware

This THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of January 29, 2009 by and among Nuance Communications, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), Warburg Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands Private Equity VIII C.V. I, and WP-WPVIII Investors, L.P. (collectively, the “WP VIII Purchasers”), and Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P. (collectively, the “WP X Purchasers” and together with the WP VIII Purchasers, the “Purchasers”).

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THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • January 15th, 2009 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software • Delaware

This THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of [·], 2009 by and among Nuance Communications, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), Warburg Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands Private Equity VIII C.V. I, and WP-WPVIII Investors, L.P. (collectively, the “WP VIII Purchasers”), and Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P. (collectively, the “WP X Purchasers” and together with the WP VIII Purchasers, the “Purchasers”).

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