AGREEMENT AND PLAN OF MERGER BY AND AMONG NUANCE COMMUNICATIONS, INC. VANHALEN ACQUISITION CORPORATION VANHALEN ACQUISITION LLC VIECORE, INC. U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent AND SHAREHOLDER REPRESENTATIVE, Dated as of October 21, 2007Agreement and Plan of Merger • October 25th, 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 21, 2007 by and among Nuance Communications, Inc., a Delaware corporation (“Parent”), Vanhalen Acquisition Corporation, a New Jersey corporation and a wholly-owned subsidiary of Parent (“Sub I”), Vanhalen LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Sub II,” and with Sub I, the “Subs”), Viecore, Inc., a New Jersey 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 herein (the “Escrow Agent”) and Thoma Cressey Bravo, Inc. (“TCB”), who will serve as the representative of the Company’s Shareholders (as defined in Section 1.6 hereof), and is referred to herein from time to time as the “Shareholder Representative.”
