EXECUTION VERSION SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT, dated March 19, 2004 (this "Agreement"), by and among Xerox Imaging Systems, Inc., a Delaware corporation (the "Seller"), and Warburg Pincus Private Equity VIII, L.P.,...Securities Purchase Agreement • April 19th, 2004 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software • New York
W-16 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...Warrant Agreement • April 19th, 2004 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software • New York
Execution Version ----------------- STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (the "Agreement") is made as of March 19, 2004 by and between SCANSOFT, INC., a corporation organized and existing under the laws of the State of Delaware (the...Stockholders Agreement • April 19th, 2004 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software • Delaware
Joint Filing AgreementJoint Filing Agreement • April 19th, 2004 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software
The undersigned hereby agree that the statement on Schedule 13D filed by the undersigned with respect to the Common Stock of ScanSoft, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
R E C I T A L S: ----------------Warrant Assignment Agreement • April 19th, 2004 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software • New York
