Michelle Rochon, JD, CIPP-EU

At Nuance, we empower people with the ability to seamlessly interact with their connected devices and the digital world around them. We are creating a world where technology thinks and acts the way people do by designing the most human, natural, and intuitive ways of interacting with technology. Our nimble technology uses analytics and advanced algorithms to transform the inanimate into animate and reduce complicated processes into simple ones.

Global Corporate Compliance; SEC Reporting • Draft and file DEF14A proxy statement, proxy card and notice • Coordinate notice and access requirements for proxy statement • 8K reports and press releases related to material corporate activity; 10K and 10Q support • Manage all aspects of annual shareholder meeting • Section 16 reports: Forms 3, 4, 5 and 13G • Implement company and individual 10b5-1 plans • Draft Rule 144 opinion letters, affiliate and non-affiliate • Completed U.S. – E.U. Safe Harbor certification with the U.S. Department of Commerce • Draft and update employee and director equity plans • Company website privacy and corporate governance disclosures • Update Corporate Policies, including Safe Harbor, Insider Trading, Written Information Security Plan • Coordinate quarterly shareholder dividend logistics • Maintain the company’s open- and closed-windows for employee stock trading Corporate Law, International and Domestic • Multiple acquisitions with international software companies • Multi-corporate mergers of international subsidiaries • Creation and dissolution of domestic and foreign corporate entities • Draft minutes and resolutions for all corporate actions • Amended and Restated Articles of Incorporation • Corporate compliance requirements for the company and subsidiaries; annual general meetings and annual reports • Corporate filings with the Secretaries of State • State corporate filings • Maintain corporate books and records of all entities • Designer and head administrator of a company-wide corporate compliance database using our company’s software • Process Know-Your-Customer requests and assist with annual audits Employment and Litigation Law • Research and advise on employment law issues, including FMLA, Sexual Harassment, Identity Theft, Employee Credit Card Terms of Use and Data Privacy • Employment contracts for the various subsidiaries worldwide

• Corporate filings with the Secretaries of State; Maintain and draft corporate minute books • Section 16 reports: Forms 3, 4, 5 and 13G for client’s officers and directors • Blue Sky filings, including Form D and Form U-2

• SEC registration statements filings for mutual fund companies, including 485(a), 485(b), 497(c), 497(e), 497(j), 24f-2, N-SAR, 40-17G. • Head coordinator with business groups, auditors, and sub-advisers to incorporate all disclosures throughout the prospectuses and SAIs • Draft agreements to assist Fund Administration in its business transactions, such as tri-party repurchase agreements, custodian agreements, and options and futures agreements • Create 38a-1 compliance checklists and departmental procedures for large filings • Created and maintain Master Project Database of all funds, classes, series, prospectuses, SAIs, sub-advisers, filing deadlines, and all other data applicable to each Registrant

Attorney, Probate and Estate Administration • Administration of Decedents’ Estates; negotiated and settled debts of Estate • Will contests and probate litigation • Estate planning, including drafting wills, trusts, health care proxies and will directives

Attorney, SEC Registration, Corporate Law and Civil Litigation SEC Registration • SEC reports: registration Form 10SB, Form 10Q, 10K, 8-K, Form 3, 4, 5 and 13D • Blue Sky filings, including Form D and Form U-2 • Draft Rule 144 and 144k restriction lift opinions Corporate Law • Create corporate entities, dissolutions, mergers, and proxy voting General Law and Litigation • Draft all pleadings, motions, summons, notices and appeals, briefs and supporting memorandum

Attorney, SEC Registration, Corporate Law and Civil Litigation SEC Registration • SEC reports: registration Form 10SB, Form 10Q, 10K, 8-K, Form 3, 4, 5 and 13D • Blue Sky filings, including Form D and Form U-2 • Draft Rule 144 and 144k restriction lift opinions Corporate Law • Create corporate entities, dissolutions, mergers, and proxy voting General Law and Litigation • Draft all pleadings, motions, summons, notices and appeals, briefs and supporting memorandum