AGREEMENT AND PLAN OF MERGER BY AND AMONG NUANCE COMMUNICATIONS, INC. VERTIGO ACQUISITION CORPORATION VLINGO CORPORATION U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent AND STOCKHOLDER REPRESENTATIVE Dated as of December 16, 2011Merger Agreement • June 7th, 2012 • Nuance Communications, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of December 16, 2011 by and among Nuance Communications, Inc., a Delaware corporation (“Parent”), Vertigo Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), Vlingo Corporation, 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 and Section 10.1 herein (the “Escrow Agent”), and Izhar Armony, who will serve as the representative of the Company’s stockholders and optionholders, and is referred to herein from time to time as the “Stockholder Representative.”
