Nuance Communications, Inc. ('Nuance' or the 'Company'), entered into an Agreement and Plan of Merger, dated as of April 11, 2021, (the 'Merger Agreement'), with Microsoft Corporation('Parent'), and Big Sky Merger Sub Inc. ('Merger Sub'). On March 4, 2022 (the 'Closing Date'), upon the terms and subject to the conditions in the Merger Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law (the 'DGCL'), Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the 'Merger'). In connection with the consummation of the Merger, as contemplated by the Merger Agreement (and not because of any disagreement with the Company), each of Lloyd Carney, Mark Benjamin, Daniel Brennan, Thomas Ebling, Bob Finocchio, Laura Kaiser, Michal Katz, Mark Laret, and Sanjay Vaswani resigned from his or her respective position as a member of the board of directors of the Company, and any committee thereof, effective immediately following the Effective Time.

In accordance with the terms of the Merger Agreement, at the Effective Time, Keith R. Dolliver and Benjamin O. Orndorff, who constituted the directors of Merger Sub as of immediately prior to the Effective Time, became the initial directors of the surviving corporation, and such directors shall hold office in accordance with the certificate of incorporation and bylaws of the surviving corporation until their respective successors have been duly elected or appointed and qualified.