EX-99.5 6 a09-3214_1ex99d5.htm EX-99.5

Exhibit 99.5

 

AMENDED AND RESTATED JOINT FILING AGREEMENT

 

THIS AMENDED AND RESTATED JOINT FILING AGREEMENT is entered into as of January 15, 2009, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.001 per share, of Nuance Communications, Inc., a Delaware corporation formerly known as ScanSoft, Inc., and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

Dated: January 15, 2009

WARBURG PINCUS PRIVATE EQUITY X, L.P.

 

By:

Warburg Pincus X L.P.,

 

 

its General Partner

 

 

 

 

By:

Warburg Pincus X LLC,

 

 

its General Partner

 

 

 

 

By:

Warburg Pincus Partners, LLC,

 

 

its Sole Member

 

 

 

 

By:

Warburg Pincus & Co.,

 

 

its Managing Member

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name: Scott A. Arenare

 

 

Title: Partner

 

 

Dated: January 15, 2009

WARBURG PINCUS X PARTNERS, L.P.

 

By:

Warburg Pincus X L.P.,

 

 

its General Partner

 

 

 

 

By:

Warburg Pincus X LLC,

 

 

its General Partner

 

 

 

 

By:

Warburg Pincus Partners, LLC,

 

 

its Sole Member

 

 

 

 

By:

Warburg Pincus & Co.,

 

 

its Managing Member

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name: Scott A. Arenare

 

 

Title: Partner

 



 

Dated: January 15, 2009

WARBURG PINCUS X, LLC

 

By:

Warburg Pincus Partners, LLC,

 

 

its Sole Member

 

 

 

 

By:

Warburg Pincus & Co.,

 

 

its Managing Member

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name: Scott A. Arenare

 

 

Title: Partner

 

 

Dated: January 15, 2009

WARBURG PINCUS X, L.P.

 

By:

Warburg Pincus X LLC,

 

 

its General Partner

 

 

 

 

By:

Warburg Pincus Partners, LLC,

 

 

its Sole Member

 

 

 

 

By:

Warburg Pincus & Co.,

 

 

its Managing Member

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name: Scott A. Arenare

 

 

Title: Member

 

 

Dated: January 15, 2009

WARBURG PINCUS PRIVATE EQUITY VIII,

 

L.P.

 

By:

Warburg Pincus Partners, LLC,

 

 

its General Partner

 

 

 

 

By:

Warburg Pincus & Co.,

 

 

its Managing Member

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name: Scott A. Arenare

 

 

Title: Partner

 

 

Dated: January 15, 2009

WARBURG PINCUS PARTNERS, LLC

 

By:

Warburg Pincus & Co.,

 

 

its Managing Member

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name: Scott A. Arenare

 

 

Title: Partner

 

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Dated: January 15, 2009

WARBURG PINCUS LLC

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

 

Name: Scott A. Arenare

 

 

Title: Managing Director

 

 

Dated: January 15, 2009

WARBURG PINCUS & CO.

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

Name: Scott A. Arenare

 

Title: Partner

 

 

Dated: January 15, 2009

 

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

Name: Charles R. Kaye

 

By: Scott A. Arenare, Attorney-in-Fact*

 

 

Dated: January 15, 2009

 

 

 

 

 

 

By:

/s/ Scott A. Arenare

 

Name: Joseph P. Landy

 

By: Scott A. Arenare, Attorney-in-Fact**

 


* Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

 

** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

 

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