0000950135-08-000789 Sample Contracts

Contract
Agreement and Plan of Merger • February 11th, 2008 • Nuance Communications, Inc. • Services-prepackaged software • New York

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of November 20, 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 Acquisition 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”), and Thoma Cressey Bravo, Inc. (the “Shareholder Representative”) (collectively, the “Parties”).

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Contract
Agreement and Plan of Merger • February 11th, 2008 • Nuance Communications, Inc. • Services-prepackaged software • New York

THIS AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of November 29, 2007, is made and entered into by and among Nuance Communications, Inc., a Delaware corporation (“Parent”) and Thoma Cressey Bravo, Inc.as the representative of the Company’s shareholders (the “Shareholder Representative”) (collectively, the “Parties”).

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