NOVA VOTING AGREEMENT

NOVA VOTING AGREEMENT

      This Voting Agreement (“Agreement”) is made and entered into as of May 9, 2005, by and between ScanSoft, Inc., a Delaware corporation (“Saturn”), and the undersigned stockholder (“Stockholder”) of Nuance Communications, Inc., a Delaware corporation (“Nova”).

RECITALS

      A. Saturn, Nova Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Saturn (“Sub I”), Nova Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Saturn (“Sub II” and together with Sub I, the “Subs”), and Nova have entered into an Agreement and Plan of Merger dated as of May      , 2005 (the “Merger Agreement”), which provides for (i) the merger of Sub I with and into Nova (the “First Step Merger”), with Nova being the surviving corporation (the “Interim Surviving Corporation”), and (ii) the subsequent merger of the Interim Surviving Corporation with and into Sub II (the “Second Step Merger” and, taken together with the First Step Merger, the “Merger”), with Sub II being the surviving entity. Pursuant to the Merger, all outstanding capital stock of Nova shall be converted into the right to receive cash and common stock of Saturn.

      B. Stockholder is the holder of record and the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of such number of shares of the outstanding capital stock of Nova, and such number of shares of capital stock of Nova issuable upon the exercise of outstanding options and warrants, as is indicated on the signature page of this Agreement.

      C. In consideration of the execution of the Merger Agreement by Saturn, Stockholder (in his or her capacity as such) has agreed to vote the Shares (as defined below) and such other shares of capital stock of Nova over which Stockholder has voting power, so as to facilitate consummation of the transactions contemplated by the Merger Agreement.

      NOW, THEREFORE, intending to be legally bound hereby, the parties hereto hereby agree as follows:

           (a) if to Saturn, to:

                              ScanSoft, Inc.

                              ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

                              ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

                              Attention: General Counsel

                              Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇

                              Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇

                              with a copy to:

                              ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇

                              Professional Corporation

                              ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇

                              ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

                              Attention:▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

                                               ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

                              Tel.: (▇▇▇) ▇▇▇-▇▇▇▇

                              Fax: (▇▇▇) ▇▇▇-▇▇▇▇

           (b) if to Stockholder, to the address for notice set forth on the last page hereof,

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt.

[Remainder of Page Intentionally Left Blank]

      IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be duly executed on the date and year first above written.

EXHIBIT A

IRREVOCABLE PROXY

      The undersigned stockholder of Nova, Inc., a Delaware corporation (“Nova”), hereby irrevocably (to the fullest extent permitted by law) appoints the directors on the Board of Directors of Saturn, Inc., a Delaware corporation (“Saturn”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of Nova that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of Nova issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Proxy. The Shares beneficially owned by the undersigned stockholder of Nova as of the date of this Proxy are listed on the final page of this Proxy. Upon the execution of this Proxy by the undersigned, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned hereby agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date (as defined below).

      This Proxy is irrevocable (to the fullest extent permitted by law), is coupled with an interest and is granted pursuant to that certain Voting Agreement of even date herewith by and between Saturn and the undersigned stockholder (the “Voting Agreement”), and is granted in consideration of Saturn entering into that certain Agreement and Plan of Merger (the “Merger Agreement”), by and among Saturn, Subs and Nova, which provides for (i) the merger of Sub I with and into Nova (the “First Step Merger”), with Nova being the surviving corporation (the “Interim Surviving Corporation”), and (ii) the subsequent merger of the Interim Surviving Corporation with and into Sub II (the “Second Step Merger” and, taken together with the First Step Merger, the “Merger”), with Sub II being the surviving entity. This Proxy shall terminate, and be of no further force and effect, automatically upon the Expiration Date. As used herein, the term “Expiration Date” shall mean the earlier to occur of (i) such date and time as the Merger Agreement shall have been validly terminated pursuant to its terms, or (ii) such date and time as the Merger shall become effective in accordance with the terms and conditions set forth in the Merger Agreement.

      The attorneys and proxies named above, and each of them, are hereby authorized and empowered by the undersigned, at any time prior to the Expiration Date, to act as the undersigned’s attorney and proxy to vote the Shares, and to exercise all voting, consent and similar rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written consents) at every annual, special, adjourned or postponed meeting of stockholders of Nova and in every written consent in lieu of such meeting: (i) in favor of (A) the approval of the Merger and the adoption and approval of the Merger Agreement, (B) each of the other actions contemplated by the Merger Agreement, as the Merger Agreement may be modified or amended from time to time, and (C) the Proxy and any action required in furtherance thereof; (ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Merger and the transactions contemplated by the Merger Agreement; (iii) against any amendment to Nova’s certificate of incorporation or bylaws; (iv) against any other action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement; (v) against any proposal that would result in a breach by Nova of the Merger Agreement; (vi) against the election of a group of individuals to replace a majority or more of the individuals on the Board of Directors of Nova as of the date of this Agreement.

      The attorneys and proxies named above may not exercise this Proxy to vote, consent or act on any other matter except as provided above. The undersigned stockholder may vote the Shares on all other matters.

      Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned other than with respect to any Shares sold in open market transactions and in accordance with Section 2 of the Voting Agreement.

Dated: May      , 2005

****IRREVOCABLE PROXY****