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 • May 10th, 2005 • Services-prepackaged software • New York
This Warrant is one in a series of warrants issued on , 200_ (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 [ ] shares of Common Stock and (y) as of the Issuance Date, are represented by warrant certificate numbers [W- , W- , and W- ]. 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.”
STOCK PURCHASE AGREEMENT Dated as of May 5, 2005 by and among SCANSOFT, INC. and the Purchasers identified on Exhibit A heretoStock Purchase Agreement • May 10th, 2005 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 5, 2005, by and among ScanSoft, Inc., a Delaware corporation (the “Company”), and the purchasers identified on Exhibit A hereto (the “Purchasers”), for the purchase and sale by the Purchasers of shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”).
AMENDED AND RESTATED JOINT FILING AGREEMENTJoint Filing Agreement • May 10th, 2005 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software
THIS AMENDED AND RESTATED JOINT FILING AGREEMENT is entered into as of May 9, 2005, by and among the parties signatories hereto. This Amended and Restated Joint Filing Agreement amends and restates the Joint Filing Agreement, dated April 19, 2004, filed as Exhibit 1 to the Schedule 13D filed on April 19, 2004 (the “Statement on Schedule 13D”).
FORM OF SATURN VOTING AGREEMENTForm Of • May 10th, 2005 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software • Delaware
This Voting Agreement (“Agreement”) is made and entered into as of May 9, 2005, by and between Nuance Communications, Inc., a Delaware corporation (“Nova”), and the undersigned stockholder (“Stockholder”) of ScanSoft, Inc., a Delaware corporation (“Saturn”).
SECURITIES PURCHASE AGREEMENT Dated as of May 5, 2005 by and among SCANSOFT, INC. and the Purchasers identified on Exhibit A heretoSecurities Purchase Agreement • May 10th, 2005 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 5, 2005, by and among ScanSoft, Inc., a Delaware corporation (the “Company”), and the purchasers identified on Exhibit A hereto (the “Purchasers”), for the purchase and sale by the Purchasers of shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase shares of Common Stock.
