AGREEMENT AND PLAN OF MERGER BY AND AMONG NUANCE COMMUNICATIONS, INC. VINEYARD ACQUISITION CORPORATION VINEYARD ACQUISITION LLC VOCADA, INC. U.S. Bank National Association, as Escrow Agent AND STOCKHOLDER REPRESENTATIVE Dated as of October 16, 2007Draft Agreement • October 22nd, 2007 • Nuance Communications, Inc. • Services-prepackaged software • New York
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of October 16, 2007 by and among Nuance Communications, Inc., a Delaware corporation (“Parent”), Vineyard Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Sub I”), Vineyard LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Sub II,” and with Sub I, the “Subs”), Vocada, Inc., a Delaware corporation (the “Company”), U.S. Bank National Association, as Escrow Agent, to act as escrow agent hereunder, and as a party to this Agreement solely with respect to Article VII herein (the “Escrow Agent”) and John Purtell, solely in his capacity as the representative of the Company’s stockholders, and is referred to herein from time to time as the “Stockholder Representative.”
