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

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

• Contract Type
  Merger Agreement
• 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”).