AGREEMENT AND PLAN OF MERGER BY AND AMONG NUANCE COMMUNICATIONS, INC. EASTON ACQUISITION CORPORATION ESCRIPTION, INC. U.S. BANK, NATIONAL ASSOCIATION, as Escrow Agent AND PAUL EGERMAN, as Stockholder Representative Dated as of April 7, 2008Agreement and Plan of Merger • April 11th, 2008 • Nuance Communications, Inc. • Services-prepackaged software • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of April 7, 2008 by and among Nuance Communications, Inc., a Delaware corporation (“Parent”), Easton Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), eScription, 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 Paul Egerman, who will serve as the representative of the Company’s stockholders, and is referred to herein from time to time as the “Stockholder Representative.”
PURCHASE AGREEMENT Dated as of April 7, 2008 by and among NUANCE COMMUNICATIONS, INC. and the Purchasers identified on Exhibit A heretoPurchase Agreement • April 11th, 2008 • Nuance Communications, Inc. • Services-prepackaged software • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 7, 2008, by and among Nuance Communications, Inc., a Delaware corporation (the “Company”), and the purchasers identified on Exhibit A hereto (the “Purchasers”), for the purchase and sale by the Purchasers of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
