<PAGE>
                                                                               .
                                                                               .
                                                                               .
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE I Purchase and Sale of Common Stock and Warrants.....................................................    1

    Section 1.1    Purchase and Sale of Common Stock and Warrants............................................    1
    Section 1.2    Payment of the Purchase Price, Warrant Purchase Price and Closing.........................    1
    Section 1.3    Delivery..................................................................................    2
    Section 1.4    Reservation of the Warrant Shares.........................................................    2

ARTICLE II Representations and Warranties....................................................................    2

    Section 2.1    Representations and Warranties of the Company.............................................    2
    Section 2.2    Representations and Warranties of the Purchasers..........................................    8

ARTICLE III Covenants........................................................................................    9

    Section 3.1    Public Disclosure.........................................................................    9
    Section 3.2    Fees and Expenses.........................................................................    9
    Section 3.3    Further Assurances........................................................................   10
    Section 3.4    Legal Opinion.............................................................................   10

ARTICLE IV Conditions........................................................................................   10

    Section 4.1    Conditions Precedent to the Obligations of each Party to Close and Purchase or
                   Sell the Shares and the Warrants..........................................................   10
    Section 4.2    Conditions Precedent to the Obligation of the Purchasers to Close and to
                   Purchase the Shares and the Warrants......................................................   10
    Section 4.3    Conditions Precedent to the Obligation of the Company to Close and to Sell the
                   Shares and the Warrants...................................................................   11

ARTICLE V Certificate Legend.................................................................................   11

    Section 5.1    Legend....................................................................................   11

ARTICLE VI Termination.......................................................................................   12

    Section 6.1    Termination...............................................................................   12
    Section 6.2    Effect of Termination.....................................................................   12

ARTICLE VII Miscellaneous....................................................................................   12

    Section 7.1    Governing Law; Jurisdiction...............................................................   12
    Section 7.2    Entire Agreement; Amendment...............................................................   12
    Section 7.3    Notices, etc..............................................................................   13
    Section 7.4    Delays or Omissions.......................................................................   14
    Section 7.5    Titles; Subtitles.........................................................................   14
    Section 7.6    Successors and Assigns....................................................................   14
    Section 7.7    No Third Party Beneficiaries..............................................................   14
    Section 7.8    Survival..................................................................................   14
    Section 7.9    Counterparts..............................................................................   14
    Section 7.10   Severability..............................................................................   14
    Section 7.11   SPECIFIC PERFORMANCE......................................................................   14
</TABLE>


                                       -i-
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                             <C>
    Section 7.12   Consents..................................................................................   15
    Section 7.13   Construction of Agreement.................................................................   15
    Section 7.14   Variations of Pronouns....................................................................   15
</TABLE>


                                      -ii-
<PAGE>
                              SECURITIES PURCHASE

                                   AGREEMENT




                            DATED AS OF MAY 5, 2005




                                  BY AND AMONG


                                 SCANSOFT, INC.


                                      AND




                 THE PURCHASERS IDENTIFIED ON EXHIBIT A HERETO
<PAGE>
                          SECURITIES PURCHASE AGREEMENT

      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.

      The parties hereto agree as follows:

                                   ARTICLE I

                 PURCHASE AND SALE OF COMMON STOCK AND WARRANTS

      Section 1.1 Purchase and Sale of Common Stock and Warrants. Upon the
following terms and conditions, the Company shall issue and sell to the
Purchasers, and the Purchasers shall, severally and not jointly, purchase from
the Company: (a) an aggregate of 3,537,736 shares of Common Stock (collectively,
the "Shares") in the amounts set forth opposite their respective names on
Exhibit A, at a price per Share equal to $4.24 (the "Per Share Purchase Price"),
and for an aggregate purchase price of $15,000,000.64 (the "Purchase Price");
and (b) warrants (the "Warrants") to purchase an aggregate of 863,236 shares of
Common Stock (the "Warrant Shares") with an exercise price of $5.00 per share in
the amounts set forth opposite their respective names on Exhibit A, and for an
aggregate purchase price of $107,904.50 (the "Warrant Purchase Price"). The
Company and the Purchasers are executing and delivering this Agreement in
accordance with and in reliance upon the exemption from securities registration
afforded by Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations promulgated thereunder,
including Regulation D ("Regulation D"), and/or upon such other exemption from
the registration requirements of the Securities Act as may be available with
respect to any or all of the investments to be made hereunder.

      Section 1.2 Payment of the Purchase Price, Warrant Purchase Price and
Closing. The Company agrees to issue and sell to the Purchasers and, in
consideration of and in express reliance upon the representations, warranties,
covenants, terms and conditions of this Agreement, the Purchasers agree,
severally and not jointly, to purchase the Shares and the Warrants. The closing
of the purchase and sale of the Shares and the Warrants (the "Closing") shall
take place at the offices of the Company located at 9 Centennial Drive, Peabody,
Massachusetts, as soon as practicable following the satisfaction or waiver of
the conditions set forth in Article IV, or at such other time and place or on
such date as the Purchasers and the Company may agree upon (such date is
hereinafter referred to as the "Closing Date"). At the Closing, the entire
Purchase Price and Warrant Purchase Price shall be paid by the Purchasers in
cash, by wire transfer of immediately available funds, to an account designated
in writing by the Company against the issuance by the Company of the Shares and
Warrants.
<PAGE>
      Section 1.3 Delivery. At the Closing or as promptly thereafter as is
practicable (but in no event more than five (5) Business Days after the Closing
Date or two (2) Business Days after the Closing Date in the case of the
Warrants), the Company shall deliver to the Purchasers (a) certificates
representing the portion of the Shares purchased by such Purchaser (it being
understood that the Purchasers shall be record holders of the Shares on the
Closing Date), and (b) one or more warrants in substantially the form attached
hereto as Exhibit B to acquire an aggregate of 863,236 shares of Common Stock.
For purposes hereof, the term "Business Day" shall mean a day other than
Saturday, Sunday or a federal holiday in which the New York Stock Exchange is
closed for trading.

      Section 1.4 Reservation of the Warrant Shares. The Company has authorized
and has reserved and covenants to continue to reserve a number of its authorized
but unissued shares of Common Stock equal to the Warrant Shares. The Shares, the
Warrants and the Warrant Shares are sometimes collectively, individually, or in
some combination thereof, referred to herein as the "Securities".

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

      Section 2.1 Representations and Warranties of the Company. The Company
hereby represents and warrant to the Purchasers, subject only to such exceptions
as are specifically disclosed in writing in the disclosure schedule supplied by
the Company to the Purchasers (which such exceptions shall reference the
specific section and, if applicable, subsection number of this Section 2.1 to
which it applies, and any information disclosed in any such section or
subsection shall be deemed to be disclosed only for purposes of such section or
subsection, except to the extent it is readily apparent that the disclosure
contained in such section or subsection contains enough information regarding
the subject matter of other representations and warranties contained in this
Section 2.1 so as to clearly qualify or otherwise clearly apply to such other
representations and warranties), dated as of the date hereof and certified by a
duly authorized officer of the Company (the "Disclosure Letter"), as follows:

            (a) Organization; Standing and Power. The Company and each of its
Subsidiaries (i) is a corporation or other organization duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or organization, (ii) has the requisite power and authority to
own, lease and operate its properties and to carry on its business as now being
conducted and (iii) is duly qualified or licensed and in good standing to do
business in each jurisdiction in which the nature of its business or the
ownership or leasing of its properties makes such qualification or licensing
necessary, other than in such jurisdictions where the failure to so qualify or
to be in good standing, individually or in the aggregate, would not reasonably
be expected to have a Material Adverse Change to the Company. For purposes of
this Agreement, "Subsidiary," when used with respect to any party, shall mean
any corporation or other organization, whether incorporated or unincorporated,
at least a majority of the securities or other interests of which having by
their terms ordinary voting power to elect a majority of the Board of Directors
or others performing similar


                                      -2-
<PAGE>
functions with respect to such corporation or other organization is directly or
indirectly owned or controlled by such party or by any one or more of its
Subsidiaries, or by such party and one or more of its Subsidiaries. For purposes
of this Agreement, the term "Material Adverse Change" when used in connection
with an entity, means any change, event, violation, inaccuracy, circumstance or
effect (any such item, an "Effect"), individually or when taken together with
all other Effects that have occurred prior to the date of determination of the
occurrence of the Material Adverse Change, that (i) is or is reasonably likely
to be materially adverse to the business, assets (including intangible assets),
capitalization, financial condition or results of operations of such entity
taken as a whole with its subsidiaries or (ii) will or is reasonably likely to
materially impede the ability of such entity to timely consummate the
transactions contemplated by the Transaction Documents in accordance with the
terms thereof and applicable legal requirements.

            (b) Charter Documents. The Company is not in violation of any of the
provisions of the Company Charter Documents and each Significant Subsidiary of
the Company is not in violation of its respective Subsidiary Charter Documents.
For purposes of this Agreement, the term: (i) "Company Charter Documents" shall
mean (A) a true and correct copy of the Certificate of Incorporation (including
any Certificate of Designations) and Bylaws of the Company, each as amended to
date; (ii) "Significant Subsidiary" shall have the meaning provided by Rule 1-02
of Regulation S-X of the Commission; (iii) "Subsidiary Charter Documents" shall
mean the certificate of incorporation and bylaws, or like organizational
documents of a Subsidiary; and (iv) "Commission" shall mean the Securities and
Exchange Commission.

            (c) Subsidiaries. Exhibit 21 to the Company's transition report on
Form 10-K/T for the period beginning January 1, 2004 and ending September 30,
2004 includes all the Subsidiaries of the Company which are Significant
Subsidiaries. All the outstanding shares of capital stock of, or other equity or
voting interests in, each such Significant Subsidiary have been validly issued
and are fully paid and nonassessable and are owned by the Company, a
wholly-owned Subsidiary of the Company, or the Company and another wholly-owned
Subsidiary of the Company, free and clear of all Liens, including any
restriction on the right to vote, sell or otherwise dispose of such capital
stock or other ownership interests, except for restrictions imposed by
applicable securities laws, except as would not reasonably be expected to have a
Material Adverse Change to the Company or a Material Adverse Change to such
Subsidiary. Other than the Subsidiaries of the Company, neither the Company nor
any of its Subsidiaries owns any capital stock of, or other equity or voting
interests of any nature in, or any interest convertible, exchangeable or
exercisable for, capital stock of, or other equity or voting interests of any
nature in, any other person. For purposes of this Agreement, the term "Lien"
shall mean pledges, claims, liens, charges, encumbrances, options and security
interests of any kind or nature whatsoever.

            (d) Capital Stock. The authorized capital stock of the Company
consists of: (i) 280,000,000 shares of Common Stock, par value $0.001 per share
and (ii) 40,000,000 shares of preferred stock, par value $0.001 per share, of
which 100,000 shares have been designated as Series A Preferred Stock (the
"Series A Preferred Stock"), all of which will be reserved for issuance upon
exercise of preferred stock purchase rights (the "Rights") issuable pursuant to
the Preferred Shares Rights Agreement dated as of October 23, 1996 and amended
and restated as of March 15, 2004 by


                                      -3-
<PAGE>
and between the Company and U.S. Stock Transfer Corporation (the "Rights
Agreement"), a true and complete copy of which is filed as Exhibit 1 to the
Company's Registration Statement on Form 8-A filed with the Commission on March
19, 2004, and of which 15,000,000 shares have been designated as Series B
Preferred Stock (the "Series B Preferred Stock," and together with the Series A
Preferred Stock, the "Preferred Stock"). At the close of business on the date
hereof: (i) 106,637,095 shares of Common Stock were issued and outstanding,
excluding shares of Common Stock held by the Company in its treasury, (ii) no
shares of Common Stock were issued and held by the Company in its treasury, and
(iii) 3,562,238 shares of Series B Preferred Stock were issued and outstanding.
No shares of Common Stock are owned or held by any Subsidiary of the Company.
All of the outstanding shares of capital stock of the Company are, and each
share of capital stock of the Company which may be issued as contemplated or
permitted by the Transaction Documents will be, when issued, duly authorized and
validly issued, fully paid and nonassessable and not subject to any preemptive
rights, free and clear of all Liens.

            (e) Stock Options. As of the close of business on the date hereof:
(i) 18,588,087 shares of Common Stock are subject to issuance pursuant to
outstanding options to purchase Common Stock ("Company Options") under the stock
option, stock award, stock appreciation or phantom stock plans of the Company
(the "Stock Option Plans"), and (ii) 7,568,257 shares of Common Stock are
reserved for future issuance under the Stock Option Plans. As of the same date,
1,147,111 shares of Common Stock are reserved for future issuance under the
Employee Stock Purchase Plans. Included in the issued and outstanding Common
Stock of the Company are 868,151 shares that are subject to outstanding
restricted stock agreements with certain employees of the Company. All shares of
the Common Stock subject to issuance under the Company Options, upon issuance in
accordance with the terms and conditions specified in the instruments pursuant
to which they are issuable, would be duly authorized, validly issued, fully paid
and nonassessable. There are no commitments or agreements of any character to
which the Company is bound obligating the Company to accelerate the vesting of
any Company Option as a result of the transactions contemplated hereby (whether
alone or upon the occurrence of any additional or subsequent events). There are
no outstanding or authorized stock appreciation, phantom stock, profit
participation or other similar rights with respect to the Company.

            (f) Voting Debt. No Voting Debt of the Company is issued or
outstanding as of the date hereof. For purposes of this Agreement, the term
"Voting Debt" shall mean any bonds, debentures, notes or other indebtedness of
the Company or any of its Subsidiaries (i) having the right to vote on any
matters on which stockholders may vote (or which is convertible into, or
exchangeable for, securities having such right) or (ii) the value of which is
any way based upon or derived from capital or voting stock of the Company.

            (g) Other Securities. There are no securities, options, warrants,
calls, rights, contracts, commitments, agreements, instruments, arrangements,
understandings, obligations or undertakings of any kind to which the Company or
any of its Subsidiaries is a party or by which any of them is bound obligating
the Company or any of its Subsidiaries to (including on a deferred basis) issue,
deliver or sell, or cause to be issued, delivered or sold, additional shares of
capital stock, Voting Debt or other voting securities of the Company or any of
its Subsidiaries, or obligating the


                                      -4-
<PAGE>
Company or any of its Subsidiaries to issue, grant, extend or enter into any
such security, option, warrant, call, right, contract, commitment, agreement,
instrument, arrangement, understanding, obligation or undertaking. All
outstanding shares of Common Stock, all outstanding Company Options, and all
outstanding shares of capital stock of each Subsidiary of the Company have been
issued and granted in compliance in all material respects with (i) all
applicable securities laws and all other applicable Legal Requirements and (ii)
all requirements set forth in applicable material Contracts. For purposes of
this Agreement, the term: (A) "Legal Requirements" shall mean any federal,
state, local, municipal, foreign or other law, statute, constitution, principle
of common law, resolution, ordinance, code, order, edict, decree, rule,
regulation, ruling or requirement issued, enacted, adopted, promulgated,
implemented or otherwise put into effect by or under the authority of any
Governmental Entity; (B) "Contract" shall mean any written, oral or other
agreement, contract, subcontract, settlement agreement, lease, binding
understanding, instrument, note, option, warranty, purchase order, license,
sublicense, insurance policy, benefit plan or legally binding commitment or
undertaking of any nature, as in effect as of the date hereof or as may
hereinafter be in effect; and (C) "Governmental Entity" shall mean any
supranational, national, state, municipal, local or foreign government, any
instrumentality, subdivision, court, administrative agency or commission or
other governmental authority or instrumentality, or any quasi-governmental or
private body exercising any regulatory, taxing, importing or other governmental
or quasi-governmental authority.

            (h) Authority. The Company has all requisite corporate power and
authority to enter into this Agreement, the Amended and Restated Stockholders
Agreement in substantially the form attached hereto as Exhibit C (the
"Stockholders Agreement"), the Warrants, and the other agreements and documents
contemplated hereby and thereby which are executed by the Company or to which
the Company is a party (all of the foregoing agreements and documents, including
this Agreement, are collectively referred to herein as the "Transaction
Documents"). The execution and delivery of the Transaction Documents and the
consummation of the transactions contemplated thereby have been duly authorized
by all necessary corporate action on the part of the Company and no other
corporate or other proceedings on the part of the Company is necessary to
authorize the execution and delivery of the Transaction Documents or to
consummate the transactions contemplated thereby. The Transaction Documents have
been, or will be upon the Closing, duly executed and delivered by the Company
(other than the Warrants, which will be delivered within two (2) Business Days
of the Closing) and, assuming due execution and delivery by the other parties
hereto, constitutes the valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms.

            (i) Non-Contravention. The execution and delivery of the Transaction
Documents by the Company does not, and performance of the Transaction Documents
by the Company and the consummation of the transactions contemplated thereby
will not: (i) conflict with or violate the Company Charter Documents or any
other Subsidiary Charter Documents of any Subsidiary of the Company, (ii)
conflict with or violate any material Legal Requirement applicable to the
Company or any of the Company's other Subsidiaries or by which the Company or
any of the Company's other Subsidiaries or any of their respective properties is
bound or affected, (iii) result in any breach of or constitute a default (or an
event that with notice or lapse of time or both would become a default) under,
or materially impair the Company's rights or alter the rights or obligations


                                      -5-
<PAGE>
of any third party under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation of a Lien
on any of the properties or assets of the Company or any of its Subsidiaries
pursuant to, any material Contract of the Company, or (iv) trigger anti-dilution
rights or other rights to acquire additional equity securities of the Company.
Neither the execution or delivery by the Company of the Transaction Documents
nor the consummation of any of the transactions contemplated thereby, shall
constitute, result in or otherwise trigger a "Triggering Event," "Distribution
Date," or "Shares Acquisition Date," in each case, as defined in the Rights
Plan.

            (j) Necessary Consents. No consent, approval, order or authorization
of, or registration, declaration or filing with any Governmental Entity or any
other person is required to be obtained or made by the Company in connection
with the execution and delivery of the Transaction Documents or the consummation
of the transactions contemplated thereby, except for such consents,
authorizations, filings, approvals and registrations which if not obtained or
made would not be material to the Company or materially adversely affect the
ability of the parties hereto to consummate the transactions contemplated
hereby.

            (k) Commission Filings. The Company has filed all required
registration statements, prospectuses, reports, schedules, forms, statements and
other documents (including exhibits and all other information incorporated by
reference) required to be filed by it with the Commission since January 1, 2002.
All such required registration statements, prospectuses, reports, schedules,
forms, statements and other documents (including those that the Company may file
subsequent to the date hereof) are referred to herein as the "SEC Reports." As
of their respective dates, the SEC Reports (i) were prepared in accordance and
complied in all material respects with the requirements of the Securities Act,
or the Exchange Act, as the case may be, and the rules and regulations of the
Commission thereunder applicable to such SEC Reports and (ii) did not at the
time they were filed (or if amended or superseded by a filing prior to the date
of this Agreement then on the date of such filing) contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

            (l) Financial Statements. Each of the consolidated financial
statements (including, in each case, any related notes thereto) contained in the
SEC Reports (the "Company Financials"), including each SEC Report filed after
the date hereof until the Closing: (i) complied as to form in all material
respects with the applicable securities laws and regulations thereunder, (ii)
was prepared in accordance with GAAP applied on a consistent basis throughout
the periods involved (except as may be indicated in the notes thereto or, in the
case of unaudited interim financial statements, as may be permitted by the
Commission on Form 10-Q, 8-K or any successor form under the Exchange Act), and
(iii) fairly presented in all material respects the consolidated financial
position of the Company and its consolidated Subsidiaries as at the respective
dates thereof and the consolidated results of the Company's operations and cash
flows for the periods indicated. The balance sheet of the Company contained in
the SEC Reports as of December 31, 2004 is hereinafter referred to as the
"Company Balance Sheet."


                                      -6-
<PAGE>
            (m) No Undisclosed Liabilities(n) . Neither the Company nor its
Subsidiaries has any liability, indebtedness, obligation, expense, claim,
deficiency, guaranty or endorsement of any type, whether accrued, absolute,
contingent, matured, unmatured or other (whether or not required to be reflected
in the Company Financials), which individually or in the aggregate (i) has not
been reflected in the Company Balance Sheet, or (ii) has not arisen in the
ordinary course of business consistent with past practices since the Company
Balance Sheet.

            (o) Absence of Certain Changes or Events(p) . Since the date of the
Company Balance Sheet, the Company has conducted its business only in the
ordinary course of business consistent with past practice and there has not
been: (i) any Material Adverse Change to the Company, (ii) any declaration,
setting aside or payment of any dividend on, or other distribution (whether in
cash, stock or property) in respect of, any of the Company's or any of its
Subsidiaries' capital stock, or any purchase, redemption or other acquisition by
the Company or any of its Subsidiaries of any of the Company's capital stock or
any other securities of the Company or its Subsidiaries or any options,
warrants, calls or rights to acquire any such shares or other securities except
for repurchases from employees following their termination pursuant to the terms
of their pre-existing stock option or purchase agreements, (iii) any split,
combination or reclassification of any of the Company's or any of its
Subsidiaries' capital stock, (iv) entry by the Company or any of its
Subsidiaries into any licensing or other agreement with regard to the
disposition of any material intellectual property other than licenses,
distribution agreements, advertising agreements, sponsorship agreements or
merchant program agreements entered into in the ordinary course of business
consistent with past practice, (v) any material change by the Company in its
accounting methods, principles or practices, except as required by concurrent
changes in GAAP or by the Commission, (vi) any material revaluation by the
Company of any of its assets, including, without limitation, writing down the
value of capitalized inventory or writing off notes or accounts receivable other
than in the ordinary course of business consistent with past practice, (vii) any
communication from the Nasdaq Stock Market with respect to the delisting of the
Common Stock, (viii) any cancellation by the Company or any of its Subsidiaries
of any debts or waiver of any claims or rights of material value, (ix) any sale,
transfer or other disposition outside of the ordinary course of business of any
properties or assets (real, personal or mixed, tangible or intangible) by the
Company or any of its Subsidiaries, or (x) any agreement, whether in writing or
otherwise, to take any action described in this section by the Company or any of
its Subsidiaries.

            (q) Section 203. The Board of Directors of the Company has
heretofore take all necessary action to approve, and has approved, for purposes
of Section 203 of the Delaware General Corporation Law (including any successor
statute thereto "Section 203") the Purchasers' becoming, together with their
affiliates and associates, an "interested stockholder" within the meaning of
Section 203, such that, as of the date hereof and from and after the Closing,
Section 203 will not be applicable to any "business combination" within the
meaning of Section 203 that may take place between one or more of the Purchasers
and/or their respective affiliates and associates, on the one hand, and the
Company, on the other, as a result of the transactions contemplated by this
Agreement or otherwise.


                                      -7-
<PAGE>
      Section 2.2  Representations and Warranties of the Purchasers. Each
of the Purchasers hereby makes the following representations and warranties to
the Company with respect solely to itself and not with respect to any other
Purchasers:

            (a) Organization and Standing of the Purchasers. If such Purchaser
is an entity, such Purchaser is a corporation, limited liability company or
partnership duly incorporated or organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or
organization.

            (b) Authorization and Power. Such Purchaser has the requisite power
and authority to enter into and perform the Transaction Documents and to
purchase the Shares being sold to it hereunder. The execution, delivery and
performance of the Transaction Documents by such Purchasers and the consummation
by it of the transactions contemplated thereby have been duly authorized by all
necessary corporate or other action, and no further consent or authorization of
such Purchasers or its Board of Directors, stockholders, or partners, as the
case may be, is required. The Transaction Documents constitute, or shall
constitute when executed and delivered, valid and binding obligations of such
Purchaser enforceable against such Purchaser in accordance with their respective
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation, conservatorship,
receivership or similar laws relating to, or affecting generally the enforcement
of creditor's rights and remedies or by other equitable principles of general
application.

            (c) Acquisition for Investment. Such Purchaser is acquiring the
Securities solely for its own account and not with a view to or for sale in
connection with the distribution thereof. Such Purchaser does not have a present
intention to sell any of the Securities, nor a present arrangement (whether or
not legally binding) or intention to effect any distribution of any of the
Securities to or through any person or entity. Such Purchaser acknowledges that
it (i) has such knowledge and experience in financial and business matters such
that such Purchaser is capable of evaluating the merits and risks of its
investment in the Company, (ii) is able to bear the financial risks associated
with an investment in the Securities, and (iii) has been given full access to
such records of the Company and the Subsidiaries and to the officers of the
Company as it has deemed necessary or appropriate to conduct its due diligence
investigation.

            (d) Restricted Securities. Such Purchaser understands that the
Securities have not been, and will not be, registered under the Securities Act,
by reason of a specific exemption from the registration provisions of the
Securities Act which depends upon, among other things, the bona fide nature of
the investment intent and the accuracy of such Purchaser's representations as
expressed herein. Such Purchaser understands that the Securities are "restricted
securities" under applicable U.S. federal and state securities laws and that,
pursuant to these laws, such Purchaser must hold the Securities indefinitely
unless they are registered with the Commission and qualified by state
authorities, or an exemption from such registration and qualification
requirements is available. Such Purchaser further acknowledges that if an
exemption from registration or qualification is available, it may be conditioned
on various requirements including, but not limited to, the time and manner of
sale, the holding period for the Securities, and on requirements relating to the
Company which are


                                      -8-
<PAGE>
outside of such Purchaser's control, and which the Company is under no
obligation and may not be able to satisfy. Such Purchaser understands that no
United States federal or state agency or any government or governmental agency
has passed upon or made any recommendation or endorsement of the Securities.

            (e) No General Solicitation. Such Purchaser acknowledges that the
Securities were not offered to such Purchaser by means of any form of general or
public solicitation or general advertising, or publicly disseminated
advertisements or sales literature, including (i) any advertisement, article,
notice or other communication published in any newspaper, magazine, or similar
media, or broadcast over television or radio, or (ii) any seminar or meeting to
which such Purchaser was invited by any of the foregoing means of
communications.

            (f) Equity Owned. The Purchasers own of record an aggregate of
12,253,602 shares of the Company's Common Stock, 3,562,238 shares of the
Company's Series B Preferred Stock and warrants to acquire an aggregate of
3,425,732 shares of the Company's Common Stock. Except as set forth above, the
Purchasers do not beneficially own (in accordance with Rule 13d-3 of the
Securities Exchange Act of 1934, as amended) any other shares of the Company's
Common Stock (other than Company Common Stock underlying Company Options issued
to William Janeway that are either currently exercisable or exercisable within
60 days of the date of this Agreement).

            (g) Accredited Investor. Such Purchaser is an accredited investor as
defined in Rule 501(a) of Regulation D promulgated under the Act.

                                  ARTICLE III

                                   COVENANTS

      Section 3.1 Public Disclosure. The parties shall consult with each other,
and to the extent practicable, agree, before issuing any press release or
otherwise making any public statement with respect to the transactions
contemplated by the Transaction Documents other than as may be required in any
filing with the Commission or the Company's listing agreement with the Nasdaq
Stock Market, as advised by counsel to the Company.

      Section 3.2 Fees and Expenses. Following the Closing, the Company shall
promptly pay the fees and reasonable out-of-pocket expenses of the Purchasers'
advisors and legal counsel incurred in connection with the negotiation,
preparation, execution, delivery and performance of this Agreement, including
fees and reasonable out-of-pocket expenses relating to any filings under the HSR
Act, upon receipt of an invoice for such. The Company shall promptly pay the
fees and reasonable out-of-pocket expenses of the Purchasers' advisors and legal
counsel incurred in connection with the negotiation, preparation, execution,
delivery and performance of this Agreement in the event the Closing does not
occur prior to the date set forth in Section 6.1 upon receipt of an invoice for
such; provided, however, that the right to payment of such fees and expenses
shall not be available to the Purchasers' or any of them, if the an action or
failure to act by a Purchaser has been


                                      -9-
<PAGE>
a principal cause of or resulted in the failure of the Closing to occur on or
before such date, and such action or failure to act constitutes a breach of this
Agreement.

      Section 3.3 Further Assurances. From and after the date of this Agreement,
upon the request of the Purchasers or the Company, the Company and each
Purchaser shall execute and deliver such instruments, documents and other
writings as may be reasonably necessary or desirable to confirm and carry out
and to effectuate fully the intent and purposes of this Agreement.

      Section 3.4 Legal Opinion. At the Closing, the Company shall cause its
outside legal counsel to deliver an opinion to the Purchasers in substantially
the form attached hereto as Exhibit D.

                                   ARTICLE IV

                                   CONDITIONS

      Section 4.1 Conditions Precedent to the Obligations of each Party to Close
and Purchase or Sell the Shares and the Warrants. The respective obligations of
any party to this Agreement to proceed with the Closing shall be subject to the
satisfaction at or prior to the Closing Date of the following conditions:

            (a) No Injunction. No statute, rule, regulation, executive order,
decree, ruling or injunction shall have been enacted, entered, or promulgated by
any court or governmental authority of competent jurisdiction which prohibits
the consummation of any of the transactions contemplated by the Transaction
Documents.

            (b) Governmental Approvals. All applicable waiting periods under the
HSR Act and under any applicable material foreign or other Antitrust Laws shall
have expired or been terminated.

      Section 4.2 Conditions Precedent to the Obligation of the Purchasers to
Close and to Purchase the Shares and the Warrants. The obligations of the
Purchasers to purchase the Shares and the Warrants from the Company at the
Closing shall be subject to the satisfaction at or prior to the Closing Date of
each of the following conditions, any of which may be waived, in writing,
exclusively by the Purchasers:

            (a) Delivery of Transaction Documents. The other Transaction
Documents to which the Company is a party (other than the Warrants, which will
be delivered within two (2) Business Days of the Closing Date) shall have been
duly executed and delivered by the Company to the Purchasers.

            (b) Amendment of Rights Plan. Prior to the Closing, the Company
shall have entered into an agreement with U.S. Stock Transfer Corporation to
amend that certain Preferred Shares Rights Agreement dated as of October 23,
1996 and amended and restated as of March 15, 2004 by and between the Company
and U.S. Stock Transfer Corporation (the "Rights Plan") in


                                      -10-
<PAGE>
substantially the form attached hereto as Exhibit E to permit the acquisition by
the Purchasers of the Securities so that such acquisition does not constitute or
otherwise trigger a "Triggering Event", "Distribution Date" or "Shares
Acquisition Date".

      Section 4.3 Conditions Precedent to the Obligation of the Company to Close
and to Sell the Shares and the Warrants. The obligation of the Company to sell
the Shares and Warrants to the Purchasers shall be subject to the satisfaction
at or prior to the Closing Date of each of the following conditions, any of
which may be waived, in writing, exclusively by the Company:

            (a) Delivery of Transaction Documents. The other Transaction
Documents to which the Purchasers are party shall have been duly executed and
delivered by the Purchasers to the Company.

                                   ARTICLE V

                               CERTIFICATE LEGEND

      Section 5.1 Legend.

            (a) Each certificate representing the Shares and the Warrant Shares
shall be stamped or otherwise imprinted with a legend substantially in the
following form (in addition to any legend required by applicable state
securities or "blue sky" laws) until such legend may be removed as provided in
subsection (b) below:

            "THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IF
            APPLICABLE, STATE SECURITIES LAWS. THESE SHARES OF COMMON STOCK MAY
            NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
            ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SHARES OF
            COMMON STOCK UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR
            AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SCANSOFT, INC. THAT
            SUCH REGISTRATION IS NOT REQUIRED."

            (b) The Company agrees to reissue certificates representing any of
the Shares or Warrant Shares, without the legend set forth above, if at such
time, prior to making any transfer of any such Securities, such holder thereof
shall give written notice to the Company describing the manner and terms of such
transfer and removal as the Company may reasonably request; provided that such
legends shall not be removed and such proposed transfer will not be effected
until: (i) such shares of Common Stock are registered under the Securities Act,
or (ii) such holder provides the Company with an opinion of counsel acceptable
to the Company to the effect that a public sale, assignment or transfer of the
shares of Common Stock may be made without registration under the Securities Act
and applicable state securities or "blue sky" laws. In the case of any proposed
transfer


                                      -11-
<PAGE>
under this Section 5.1, the Company shall in no event be required, in connection
therewith, to qualify to do business in any state where it is not then qualified
or to take any action that would subject it to tax or to general service of
process in any state where it is not then subject. The restrictions on transfer
contained in this Section 5.1 shall be in addition to, and not by way of
limitation of, any other restrictions on transfer contained in any other section
of this Agreement.

                                   ARTICLE VI

                                  TERMINATION

      Section 6.1 Termination. This Agreement may be terminated at any time
prior to the Closing Date by (a) the mutual written consent of the Company and
the Purchasers, or (b) any party if the Closing Date has not occurred by August
5, 2005, provided, however, that the right to terminate pursuant to this Section
6.1 shall not be available to any party whose action or failure to act has been
a principal cause of or resulted in the failure of the Closing to occur on or
before such date, and such action or failure to act constitutes a breach of this
Agreement.

      Section 6.2 Effect of Termination. In the event of a termination by the
Company or the Purchasers, written notice thereof shall forthwith be given to
the other party and the transactions contemplated by this Agreement shall be
terminated without further action by any party. If this Agreement is terminated
as provided in Section 6.1 herein, this Agreement shall become void and of no
further force or effect, except for Section 3.2, this Section 6.2 and Article
VII herein, which shall survive the termination of this Agreement. Nothing in
this Section 6.2 shall be deemed to release the Company or any Purchaser from
any liability for any breach of this Agreement, or to impair the rights of the
Company or such Purchaser to compel specific performance by the other of its
obligations under this Agreement.

                                  ARTICLE VII

                                 MISCELLANEOUS

      Section 7.1 Governing Law; Jurisdiction. This Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State
of Delaware without giving effect to the principles of conflicts of laws. Any
legal action or other legal proceeding relating to this Agreement or the
enforcement of any provision of this Agreement may be brought or otherwise
commenced in any state or federal court located in the State of Delaware. Each
party hereto agrees to the entry of an order to enforce any resolution,
settlement, order or award made pursuant to this Section 7.1 by the state and
federal courts located in the State of Delaware and in connection therewith
hereby waives, and agrees not to assert by way of motion, as a defense, or
otherwise, any claim that such resolution, settlement, order or award is
inconsistent with or violative of the laws or public policy of the laws of the
State of Delaware or any other jurisdiction.

      Section 7.2 Entire Agreement; Amendment. This Agreement and the other
Transaction Documents constitute the full and entire understanding and agreement
between the parties with


                                      -12-
<PAGE>
regard to the subjects hereof and thereof. Any previous agreements among the
parties relative to the specific subject matter hereof, including but not
limited to the Prior Agreement, are superseded by this Agreement. Neither this
Agreement nor any provision hereof may be amended, changed, waived, discharged
or terminated other than by a written instrument signed by the party against who
enforcement of any such amendment, change, waiver, discharge or termination is
sought.

      Section 7.3 Notices, etc. All notices and other communications required or
permitted hereunder shall be effective upon receipt and shall be in writing and
may be delivered in person, by telecopy, electronic mail, express delivery
service or U.S. mail, in which event it may be mailed by first-class, certified
or registered, postage prepaid, addressed, to the party to be notified, at the
respective addresses set forth below, or at such other address which may
hereinafter be designated in writing:

            (a)   If to the Purchasers, to:

                  Warburg Pincus Private Equity VIII, L.P.
                  Warburg Pincus Netherlands Private Equity VIII, C.V. I
                  Warburg Pincus Germany Private Equity VIII, K.G.
                  c/o Warburg Pincus LLC
                  466 Lexington Avenue
                  New York, NY 10017
                  Attention: Jeffrey A. Harris
                  Fax No. 212-878-6139

                  with a copy to:

                  Willkie Farr & Gallagher LLP
                  787 Seventh Avenue
                  New York, NY 10019
                  Attention: Michael A. Schwartz, Esq.
                  Fax No. 212-728-9267

            (b)   If to the Company, to:

                  ScanSoft, Inc.
                  9 Centennial Drive
                  Peabody, MA 01960
                  Attention: Chief Executive Officer
                  Phone: 978-977-2000
                  Fax:   978-977-2436

                  with a copy to:

                  Wilson Sonsini Goodrich & Rosati
                  650 Page Mill Road


                                      -13-
<PAGE>
                  Palo Alto, CA 94304
                  Attention: Katharine A. Martin, Esq.
                             Robert D. Sanchez, Esq.
                  Fax No. 650-493-6811

      Section 7.4 Delays or Omissions. It is agreed that no delay or omission to
exercise any right, power or remedy accruing to any party upon any breach or
default of any other party under this Agreement shall impair any such right,
power or remedy, nor shall it be construed to be a waiver of any such breach or
default, or any acquiescence therein, or of any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring. It is further agreed that any waiver, permit, consent or approval of
any kind or character of any breach or default under this Agreement, or any
waiver of any provisions or conditions of this Agreement must be in writing and
shall be effective only to the extent specifically set forth in writing, and
that all remedies, either under this Agreement, by law or otherwise, shall be
cumulative and not alternative.

      Section 7.5 Titles; Subtitles. The titles of the Articles and Sections of
this Agreement are for convenience of reference only and in no way define,
limit, extend, or describe the scope of this Agreement or the intent of any of
its provisions.

      Section 7.6 Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors and assigns of the parties hereto.

      Section 7.7 No Third Party Beneficiaries. This Agreement is intended for
the benefit of the parties hereto and their respective permitted successors and
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

      Section 7.8 Survival. The representations and warranties of the Company
and the Purchasers contained herein shall not survive the Closing.

      Section 7.9 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

      Section 7.10 Severability. If any provision of this Agreement shall be
judicially determined to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

      Section 7.11 SPECIFIC PERFORMANCE. THE PARTIES HERETO AGREE THAT
IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS
AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH ITS SPECIFIC INTENT OR WERE
OTHERWISE BREACHED. IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED
TO AN INJUNCTION OR INJUNCTIONS, WITHOUT BOND, TO PREVENT OR CURE BREACHES OF
THE


                                      -14-
<PAGE>
PROVISIONS OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND
PROVISIONS HEREOF, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY
BE ENTITLED BY LAW OR EQUITY, AND ANY PARTY SUED FOR BREACH OF THIS AGREEMENT
EXPRESSLY WAIVES ANY DEFENSE THAT A REMEDY IN DAMAGES WOULD BE ADEQUATE.

      Section 7.12 Consents. Any permission, consent, or approval of any kind or
character under this Agreement shall be in writing and shall be effective only
to the extent specifically set forth in such writing.

      Section 7.13 Construction of Agreement. No provision of this Agreement
shall be construed against either party as the drafter thereof.

      Section 7.14 Variations of Pronouns. All pronouns and all variations
thereof shall be deemed to refer to the masculine, feminine, or neuter, singular
or plural, as the context in which they are used may require.

     [Remainder of page intentionally left blank. Signature pages to follow]


                                      -15-
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the date first above
written.

                                       SCANSOFT, INC.


                                       By: /S/ PAUL RICCI
                                           -------------------------------------
                                           Name:  Paul Ricci
                                           Title: Chairman & CEO


                                       WARBURG PINCUS PRIVATE EQUITY VIII, L.P.


                                       By: Warburg Pincus Partners LLC,
                                           its General Partner

                                           By: Warburg Pincus & Co.,
                                               its Managing Member


                                       By: /S/ JEFFREY A. HARRIS
                                           -------------------------------------
                                           Name:  Jeffrey A. Harris
                                           Title: Partner


                                       WARBURG PINCUS NETHERLANDS PRIVATE
                                         EQUITY VIII, C.V. I

                                       By: Warburg Pincus Partners LLC,
                                           its General Partner

                                           By: Warburg Pincus & Co.,
                                               its Managing Member


                                       By: /S/ JEFFREY A. HARRIS
                                           -------------------------------------
                                           Name: Jeffrey A. Harris
                                           Title: Partner


                                      -16-
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the date first above
written.

                                       WARBURG PINCUS GERMANY PRIVATE EQUITY
                                         VIII, K.G.

                                       By: Warburg Pincus Partners LLC,
                                           its General Partner

                                           By: Warburg Pincus & Co.,
                                               its Managing Member


                                       By: /S/ JEFFREY A. HARRIS
                                           -------------------------------------
                                           Name:  Jeffrey A. Harris
                                           Title: Partner
<PAGE>
                                   EXHIBIT A

                             SCHEDULE OF PURCHASERS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                           SHARES OF      AGGREGATE                       AGGREGATE
                                                            COMMON      PURCHASE PRICE      WARRANT     PURCHASE PRICE
                                                             STOCK        FOR COMMON        SHARES      PER UNDERLYING
                        NAME                               PURCHASED        STOCK          PURCHASED     WARRANT SHARE
----------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>          <C>                <C>          <C>
Warburg Pincus Private Equity VIII, L.P.                   3,428,420    $14,536,500.80       836,562       $104,570.25
----------------------------------------------------------------------------------------------------------------------
Warburg Pincus Netherlands Private Equity VIII, C.V. I        99,375       $421,350.00        24,248         $3,031.00
----------------------------------------------------------------------------------------------------------------------
Warburg Pincus Private Equity VIII, K.G.                       9,941        $42,149.84         2,426           $303.25
----------------------------------------------------------------------------------------------------------------------
      TOTAL:                                               3,537,736    $15,000,000.64       863,236       $107,904.50
----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      D-1