0000950123-19-008451 Sample Contracts

SEPARATION AND DISTRIBUTION AGREEMENT by and between Nuance Communications, Inc. and Cerence Inc. Dated as of , 2019

Separation and Distribution Agreement • August 14th, 2019 • Cerence LLC • Services-prepackaged software • Delaware

• Contract Type
  Separation and Distribution Agreement
• Filed
  August 14th, 2019
• Company
  Cerence LLC
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

SEPARATION AND DISTRIBUTION AGREEMENT, dated as of , 2019, by and between Nuance Communications, Inc., a Delaware corporation (“Nuance”), and Cerence Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

TAX MATTERS AGREEMENT BY AND BETWEEN NUANCE COMMUNICATIONS, INC. AND CERENCE INC. DATED AS OF , 2019

Tax Matters Agreement • August 14th, 2019 • Cerence LLC • Services-prepackaged software • Delaware

• Contract Type
  Tax Matters Agreement
• Filed
  August 14th, 2019
• Company
  Cerence LLC
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of , 2019, by and between Nuance Communications, Inc., a Delaware corporation (“Parent”), and Cerence Inc., a Delaware corporation (“SpinCo”) (collectively, the “Companies” and each, a “Company”).