0001193125-12-101389 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among NUANCE COMMUNICATIONS, INC. TOWNSEND MERGER CORPORATION and TRANSCEND SERVICES, INC. dated as of March 6, 2012

Agreement and Plan of Merger • March 7th, 2012 • Nuance Communications, Inc. • Services-prepackaged software • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  March 7th, 2012
• Company
  Nuance Communications, Inc.
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 6, 2012 by and among Nuance Communications, Inc., a Delaware corporation (“Parent”), Townsend Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Transcend Services, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.

EXHIBIT A FORM OF TENDER AND VOTING AGREEMENT

Tender and Voting Agreement • March 7th, 2012 • Nuance Communications, Inc. • Services-prepackaged software • Delaware

• Contract Type
  Tender and Voting Agreement
• Filed
  March 7th, 2012
• Company
  Nuance Communications, Inc.
• Industry
  Services-prepackaged software
• Jurisdiction
  Delaware

THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 6, 2012 by and between Nuance Communications, Inc., a Delaware corporation (“Parent”), Townsend Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (“Stockholder”) of Transcend Services, Inc., a Delaware corporation (the “Company”).