AGREEMENT AND PLAN OF MERGER by and among MICROSOFT CORPORATION, BIG SKY MERGER SUB INC. and NUANCE COMMUNICATIONS, INC. Dated as of April 11, 2021Agreement and Plan of Merger • April 13th, 2021 • Nuance Communications, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 11, 2021, by and among Microsoft Corporation, a Washington corporation (“Parent”), Big Sky Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Nuance Communications, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
