EXECUTION VERSION
WARRANT ASSIGNMENT AGREEMENT
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WARRANT ASSIGNMENT AGREEMENT, dated as of April 8, 2004 (this
"Assignment"), by and among Xerox Imaging Systems, Inc., a Delaware corporation
("Assignor"); and Warburg Pincus Private Equity VIII, L.P., Warburg Pincus
Netherlands Private Equity VIII I C.V., Warburg Pincus Netherlands Private
Equity VIII II C.V., and Warburg Pincus Germany Private Equity VIII K.G.
(collectively, "Assignees"); and, solely for purposes of Sections 3(a) and 4 of
this Assignment, ScanSoft, Inc., a Delaware corporation formerly known as
Visioneer, Inc. (the "Company").
R E C I T A L S:
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WHEREAS, on March 2, 1999, the Company issued to Xerox Corporation, a
Delaware corporation ("Xerox"), a warrant (the "Warrant") to purchase shares of
common stock, par value $.001 per share (the "Common Stock"), of the Company as
provided in such Warrant;
WHEREAS, Assignor is a wholly-owned subsidiary of Xerox;
WHEREAS, pursuant to that certain Warrant Assignment, dated as of March 18,
2004, Xerox assigned to Assignor all of Xerox's right, title and interest in, to
and under the Warrant;
WHEREAS, Assignor, Assignees and the Company are parties to that certain
Securities Purchase Agreement, dated March 19, 2004 (the "Purchase Agreement"),
pursuant to which, among other things, Assignor agreed to sell, transfer, convey
and assign to Assignees, and Assignees agreed to purchase from Assignor, the
Warrant; and
WHEREAS, in connection with the Purchase Agreement, Assignor desires to
assign to Assignees all of Assignor's right, title and interest in, to and under
the Warrant;
NOW THEREFORE, in consideration of the foregoing premises and the covenants
and promises set forth in this Assignment, and for other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
expressly acknowledged, the parties hereto hereby agree as follows:
1. Assignment of Warrant. Assignor hereby assigns, transfers, conveys and
delivers absolutely unto Assignees all of Assignor's right, title and interest
in, to and under the Warrant.
2. Certain Representations and Warranties of Assignor. Assignor hereby
represents and warrants to each Assignee that Assignor:
(a) has full legal right, power and authority to execute, deliver, and
perform its obligations under this Assignment in accordance with their terms,
and the execution, delivery and performance of this Assignment by Assignor and
the consummation by Assignor of the transactions contemplated hereby have been
duly authorized by all necessary action on behalf of Assignor, and this
Assignment has been duly executed and delivered by Assignor and constitutes
a legally valid and binding agreement of Assignor, enforceable against Assignor
in accordance with its terms; and
(b) from and after the date of the Purchase Agreement, has not, directly or
indirectly, exercised or permitted the exercise (in whole or in part) of the
Warrant.
3. Certain Acknowledgements and Agreements.
(a) Company. The Company:
(i) hereby acknowledges and agrees to the assignment of the Warrant to
Assignees as contemplated by this Assignment and, from and after the date
hereof, the Company shall treat Assignees as the holders of the Warrant so
as to purchase such number of shares of Common Stock underlying the Warrant
set forth opposite their respective names on Schedule I to the Purchase
Agreement for all purposes thereunder (notwithstanding any provision in the
Warrant, including but not limited to Sections 5 and 9.2 thereof, to the
contrary); and
(ii) upon the request of Assignees, together with their delivery to
the Company of the Warrant, shall cancel the Warrant and, in replacement
thereof, issue to Assignors one or more warrants (of like tenor to the
Warrant) to purchase such number of shares of Common Stock for which the
Warrant is then exercisable.
(b) Assignor. Assignor hereby acknowledges and agrees that, from and after
the date hereof, the Company shall treat Assignees as the holders of the Warrant
so as to purchase such number of shares of Common Stock underlying the Warrant
set forth opposite their respective names on Schedule I to the Purchase
Agreement for all purposes thereunder (notwithstanding any provision in the
Warrant, including but not limited to Sections 5 and 9.2 thereof, to the
contrary).
4. Miscellaneous.
(a) Further Assurances. At any time and from time to time after the date
hereof, at the request of Assignees, and without further consideration, each of
Assignor and the Company shall execute and deliver such other instruments of
transfer, conveyance, assignment and confirmation and take such other action as
Assignees may reasonably request in order to more effectively transfer, convey
and assign to Assignees, or to recognize the transfer, conveyance and assignment
to Assignees of, all of Assignor's right, title and interest in, to and under
the Warrant as provided herein.
(b) Binding Agreement. This Assignment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.
(c) Severability. Whenever possible, each provision of this Assignment
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Assignment is held by a court of
competent jurisdiction to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such
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prohibition or invalidity, without invalidating or otherwise affecting any other
provision of this Assignment.
(d) Captions; Headings. The captions and headings used in this Assignment
are for convenience of reference only and do not constitute a part of this
Assignment and shall not be deemed to limit, characterize or in any way affect
any provision of this Assignment, and all provisions of this Assignment shall be
enforced and construed as if no caption or heading had been used herein.
(e) Entire Agreement. This Assignment and the Purchase Agreement constitute
the entire agreement, and supercede any prior understandings, agreements or
arrangements (whether written or oral), by or between the parties hereto with
respect to the subject matter hereof.
(f) Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of New York (without giving effect to any
choice of law or conflict of law provision thereof).
(g) Counterparts. This Assignment may be executed in multiple counterparts,
each of which shall be deemed an original but all of which taken together shall
constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Warrant Assignment
Agreement to be duly and properly executed as of the date and year first written
above.
ASSIGNOR
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XEROX IMAGING SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Chairman, President and
Treasurer
ASSIGNEES
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WARBURG PINCUS PRIVATE EQUITY VIII, L.P.
By: WARBURG PINCUS & CO.,
its General Partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Partner
WARBURG PINCUS NETHERLANDS PRIVATE EQUITY
VIII I C.V.
By: WARBURG PINCUS & CO.,
its General Partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Partner
WARBURG PINCUS NETHERLANDS PRIVATE EQUITY
VIII II C.V.
By: WARBURG PINCUS & CO.,
its General Partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Partner
WARBURG PINCUS GERMANY PRIVATE EQUITY
VIII, K.G.
By: WARBURG PINCUS & CO.,
its General Partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Partner
COMPANY
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SCANSOFT, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
