THIS WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF...Warburg Pincus Private Equity Viii L P • January 30th, 2009 • Services-prepackaged software • New York
This Warrant is one in a series of warrants issued on January 29, 2009 (the “Issuance Date”) with substantially similar terms and conditions that (x) as of the Issuance Date and subject to the provisions of this Warrant and such other warrants (as applicable), allow for the purchase of up to an aggregate of 3,862,422 shares of Common Stock and (y) as of the Issuance Date, are represented by warrant certificate numbers W-33 and 34. Such warrants and any warrants issued upon assignment or replacement thereof are referred to herein as the “Warrants,” and the holders thereof and their permitted assigns are referred to herein as the “Holders.”
THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • January 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”).
