AGREEMENT AND PLAN OF MERGER BY AND AMONG NUANCE COMMUNICATIONS, INC. ELLIPSE ACQUISITION CORPORATION EQUITRAC CORPORATION U.S. BANK NATIONAL ASSOCIATION, as Indemnification Escrow Agent AND CORNERSTONE IV, LLC, as Stockholder Representative Dated as...Agreement and Plan of Merger • August 9th, 2011 • Nuance Communications, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of May 10, 2011 by and among Nuance Communications, Inc., a Delaware corporation (“Parent”), Ellipse Acquisition Corporation, a Florida corporation and a wholly owned subsidiary of Parent (“Sub”), Equitrac Corporation, a Florida 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 VII and Section 9.1 herein (the “Indemnification Escrow Agent”), and Cornerstone IV, LLC, a Delaware limited partnership, which will serve as the representative of the Company’s stockholders, optionholders and warrantholders, and is referred to herein, in such capacity, from time to time as the “Stockholder Representative.”
Share Purchase Agreement dated as of June 6, 2011 by and between Tempopark Fund 1, Greenpark Step GmbH & Co. KG, Steinstrasse 27, 40210 Düsseldorf, GermanyShare Purchase Agreement • August 9th, 2011 • Nuance Communications, Inc. • Services-prepackaged software
each of the other legal and beneficial owners of the common shares and preferred shares of SVOX AG, Switzerland (the Company), having acceded to this Agreement by executing an Accession Confirmation (each a Minority Seller, the Minority Sellers together with the Majority Sellers the Sellers)
