AGREEMENT AND PLAN OF MERGER BY AND AMONG NUANCE COMMUNICATIONS, INC. EPIC ACQUISITION CORPORATION EPIC ACQUISITION LLC eCOPY, INC. U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent AND STOCKHOLDER REPRESENTATIVE Dated as of September 30, 2009Merger Agreement • October 6th, 2009 • Nuance Communications, Inc. • Services-prepackaged software • New York
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of September 30, 2009 by and among Nuance Communications, Inc., a Delaware corporation (“Parent”), Epic Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Sub I”), Epic Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Sub II”, and with Sub I, the “Subs”), eCopy, Inc., a Delaware corporation (the “Company”), U.S. Bank National Association, to act as escrow agent hereunder, and as a party to this Agreement solely with respect to ARTICLE VI herein (the “Escrow Agent”) and Gary Hall, who will serve as the representative of the Company’s stockholders, and is referred to herein from time to time as the “Stockholder Representative.”
