AGREEMENT AND PLAN OF MERGER BY AND AMONG NUANCE COMMUNICATIONS, INC. SPEAKEASY ACQUISITION CORPORATION SPEAKEASY ACQUISITION LLC SNAPIN SOFTWARE, INC. U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent AND THE STOCKHOLDER REPRESENTATIVE NAMED HEREIN...Merger Agreement • October 3rd, 2008 • Nuance Communications, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of August 13, 2008 by and among Nuance Communications, Inc., a Delaware corporation (“Parent”), Speakeasy Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Sub I”), Speakeasy Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Sub II”, and with Sub I, the “Subs”), SNAPin Software, Inc., a Delaware 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 Thomas S. Huseby, who will serve as the representative of the Company’s stockholders, and is referred to herein from time to time as the “Stockholder Representative.” Parent, Company and Stockholder Representative are sometimes referred to herein as the “Interested Parties.”
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 3rd, 2008 • Nuance Communications, Inc. • Services-prepackaged software • Delaware
This Amendment (the “Amendment”) to that certain Agreement and Plan of Merger (the “Agreement”), dated as of August 13, 2008, by and among Nuance Communications, Inc., a Delaware corporation (“Parent”), Speakeasy Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Sub I”), Speakeasy Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Sub II”), SNAPin Software, Inc., a Delaware corporation (the “Company”), Thomas S. Huseby, as stockholder representative (the “Stockholder Representative”), and U.S. Bank National Association as escrow agent, is effective as of September 24, 2008 (collectively, the “Parties”).
