WAIVER AND THIRD LOAN MODIFICATION
AGREEMENT 

     This Waiver and Third Loan Modification Agreement (this
“Loan Modification Agreement”) is entered into as of the Third Loan Modification Effective
Date, by and between SILICON VALLEY
BANK, a California corporation, with its
principal place of business at 3003 Tasman Drive, Santa Clara, California 95054
and with a loan production office located at One Newton Executive Park, Suite
200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”) and VOXWARE, INC., a Delaware
corporation with its chief executive office located at 300 American Metro Blvd,
Suite 155, Hamilton, NJ 08619 (“Borrower”). 

1.
DESCRIPTION OF EXISTING INDEBTEDNESS AND
OBLIGATIONS. Among other indebtedness and
obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank
pursuant to a loan arrangement dated as of January 3, 2007, but effective as of
December 29, 2006, evidenced by, among other documents, a certain Amended and
Restated Loan and Security Agreement dated as of January 3, 2007, but effective
as of December 29, 2006, by and between Borrower and Bank, as amended by a
certain First Loan Modification Agreement dated as of February 2, 2007, and as
further amended by a certain Second Loan Modification Agreement, dated as of
February 13, 2008 but effective as of December 27, 2007, by and between Borrower
and Bank (as amended, the “Loan Agreement”). Capitalized terms used
but not otherwise defined herein shall have the same meaning as in the Loan
Agreement. 

2.
DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the Collateral as
described in the Loan Agreement and the Intellectual Property Collateral as
described in a certain Intellectual Property Security Agreement dated as of
December 29, 2003 (as amended, the “IP
Security Agreement”) (together with any other
collateral security granted to Bank, the “Security Documents”). 

Hereinafter, the Security Documents,
together with all other documents evidencing or securing the Obligations shall
be referred to as the “Existing Loan
Documents”. 

3.
DESCRIPTION OF
CHANGE IN TERMS. 

    
A. Modifications to Loan Agreement.

		1	     	
      The Loan Agreement shall be
      amended by deleting the following provision appearing as Section 2.2
      thereof:

		 
		 		
      “2.2 Overadvances. If at any time
      or for any reason the total of all outstanding Advances and all other
      monetary Obligations exceeds the Availability Amount (an “Overadvance”),
      Borrower shall immediately pay the amount of the excess to Bank, without
      notice or demand. Without limiting Borrower’s obligation to repay to Bank
      the amount of any Overadvance, Borrower agrees to pay Bank interest on the
      outstanding amount of any Overadvance, on demand, at the Default
      Rate.”

		 
	            
    	 		and inserting in lieu
      thereof the following:
		 
		 		
      “2.2 Overadvances. If at any time
      or for any reason the total of (a) all outstanding Advances plus (b) the
      Term Loan Reserve plus (c) the amount of all outstanding Letters of Credit
      (including drawn but unreimbursed Letters of Credit) plus an amount equal
      to the Letter of Credit Reserves, plus (d) the FX Reserve plus (e) any
      other monetary Obligations exceeds the Availability Amount (such excess
      amount being an “Overadvance”), Borrower shall
      immediately pay the amount of the excess to Bank, without notice or
      demand. Without limiting Borrower’s obligation to repay to Bank the amount
      of any Overadvance, Borrower agrees to pay Bank interest on the
      outstanding amount of any Overadvance, on demand, at the Default Rate.”
      








		2	     	
      The Loan Agreement shall be
      amended by deleting the following provision appearing as Section 2.3(a)
      thereof:

		 
		 		“       (a) Interest Rate.
    
		 
		 		
                          
      (i) Advances. Subject to Section 2.3(b), the principal amount outstanding
      under the Revolving Line shall accrue interest at a floating per annum
      rate equal to the one and three-quarters of one percentage points (1.75%)
      above the Prime Rate (which shall be reduced to one-half of one percentage
      point (.50%) above the Prime Rate, beginning on the first Payment Date
      following the occurrence of the Profitability Event), which interest shall
      be payable monthly in accordance with Section 2.3(f) below. Commencing on
      the 2008 Closing Date and subject to Section 2.3(b), the principal amount
      outstanding under the Revolving Line shall accrue interest at a floating
      per annum rate equal to the one-half of one percentage point (0.50%) above
      the Prime Rate, which interest shall be payable monthly in accordance with
      Section 2.3(f) below.

		 
		 		
                          
      (ii) Term Loan. Subject to Section 2.3(b), the principal amount outstanding
      under the Term Loan shall accrue interest at a floating per annum rate
      equal to two and one-quarter of one percentage points (2.25%) above the
      Prime Rate, which interest shall be payable monthly in accordance with
      Section 2.3(f) below. Commencing on the 2008 Closing Date and subject to
      Section 2.3(b), the principal amount outstanding under the Term Loan shall
      accrue interest at a floating per annum rate equal one and three-quarters
      of one percentage points (1.75%) above the Prime Rate, which interest
      shall be payable monthly in accordance with Section 2.3(f)
      below.

		 
		 		
                          
      (iii) Equipment
      Line. Subject to Section 2.3(b), at Borrower’s
      election, the principal amount outstanding for each Equipment Advance
      shall accrue interest at either: (i) the greater of (x) a floating per
      annum rate equal to one percentage point (1.0%) above the Prime Rate, or
      (y) six and three-quarters of one percent (6.75%), or (ii) a fixed per
      annum rate equal to eight and one-quarter of one percent (8.25%),
      determined by Bank as of the applicable Funding Date, which interest shall
      be payable monthly in accordance with Section
  2.3(f).”

		 
		 		and inserting in lieu
      thereof the following:
		 
	            
    	 		“       (a)
      Interest Rate.
		 
		 		
                          
      (i) Advances. Subject to Section 2.3(b), the principal amount outstanding
      under the Revolving Line shall accrue interest at a floating per annum
      rate equal to one and three-quarters of one percentage points (1.75%)
      above the Prime Rate (which shall be reduced to one-half of one percentage
      point (.50%) above the Prime Rate, beginning on the first Payment Date
      following the occurrence of the Profitability Event), which interest shall
      be payable monthly in accordance with Section 2.3(f) below. Commencing on
      the 2008 Closing Date and subject to Section 2.3(b), the principal amount
      outstanding under the Revolving Line shall accrue interest at a floating
      per annum rate equal to one-half of one percentage point (0.50%) above the
      Prime Rate, which interest shall be payable monthly in accordance with
      Section 2.3(f) below. Commencing on the Third Loan Modification Effective
      Date and subject to Section 2.3(b), the principal amount outstanding under
      the Revolving Line shall accrue interest at a floating per annum rate
      equal to three percentage points (3.00%) above the Prime Rate, which
      interest shall be payable monthly in accordance with Section 2.3(f) below.
      








		 		
                          
      (ii) Term Loan. Subject to Section 2.3(b), the principal amount outstanding
      under the Term Loan shall accrue interest at a floating per annum rate
      equal to two and one-quarter of one percentage points (2.25%) above the
      Prime Rate, which interest shall be payable monthly in accordance with
      Section 2.3(f) below. Commencing on the 2008 Closing Date and subject to
      Section 2.3(b), the principal amount outstanding under the Term Loan shall
      accrue interest at a floating per annum rate equal one and three-quarters
      of one percentage points (1.75%) above the Prime Rate, which interest
      shall be payable monthly in accordance with Section 2.3(f) below.
      Commencing on the Third Loan Modification Effective Date and subject to
      Section 2.3(b), the principal amount outstanding under the Term Loan shall
      accrue interest at a floating per annum rate equal to three percentage
      points (3.00%) above the Prime Rate, which interest shall be payable
      monthly in accordance with Section 2.3(f) below.

		 
		 		
                          
      (iii) Equipment
      Line. Subject to Section 2.3(b), at Borrower’s
      election, the principal amount outstanding for each Equipment Advance
      shall accrue interest at either: (i) the greater of (x) a floating per
      annum rate equal to one percentage point (1.0%) above the Prime Rate, or
      (y) six and three-quarters of one percent (6.75%), or (ii) a fixed per
      annum rate equal to eight and one-quarter of one percent (8.25%),
      determined by Bank as of the applicable Funding Date, which interest shall
      be payable monthly in accordance with Section 2.3(f). Commencing on the
      Third Loan Modification Effective Date and subject to Section 2.3(b), the
      principal amount outstanding for each Equipment Advance shall accrue
      interest at a floating per annum rate equal to three percentage points
      (3.00%) above the Prime Rate, which interest shall be payable monthly in
      accordance with Section 2.3(f) below.”

		 
	            
    	3	     	
      The Loan Agreement shall be
      amended by deleting the following appearing at the end of Section 6.2(a)
      thereof:

		 
		 		
      “Notwithstanding the foregoing,
      during any period in which Borrower maintains unrestricted and
      unencumbered cash at Bank, plus the Availability Amount, in an amount
      greater than $2,500,000, or when there are no Credit Extensions
      outstanding or requested under the Revolving Line, Borrower shall only be
      required to provide the Bank with reports pursuant to clause (a)(i) above
      on a monthly basis.”

		 
		4		
      The Loan Agreement shall be
      amended by deleting the following appearing as Section 6.9 (Financial Covenants)
      thereof:

		 
		 		
      “       Borrower shall maintain, as
      of the last day of each month, unless otherwise noted:

		 
		 		
             (a) Minimum Cash Balance. As of the
      Effective Date, and at all times thereafter, Borrower shall maintain: (i)
      Two Million Five Hundred Thousand Dollars ($2,500,000.00) in unrestricted
      and unencumbered cash in accounts with the Bank or a Bank subsidiary, plus
      (ii) the aggregate of the Availability Amount, plus, prior to the
      occurrence of an Event of Default, Five Hundred Thousand Dollars
      ($500,000.00), which shall be tested as of the last day of each
      month.

		  
		 		
             (b) Minimum Cumulative Net Loss/Net Income. Borrower’s quarterly net losses (tested in arrears) shall not
      exceed: (A) ($750,000.00) for the quarter ending December 31, 2007; (B)
      ($650,000.00) for the quarter ending March 31, 2008, which amount shall be
      increased at the end of each quarter thereafter by One Hundred Thousand
      Dollars ($100,000) of cumulative Net Income after March 31, 2008.”
      








	            
    	   	     	
      and inserting in lieu thereof the
      following: 

		 
		 		
      “       Borrower shall maintain at
      all times, unless otherwise noted:

		 
		 		
             (a) Minimum Liquidity. As of the
      Third Loan Modification Effective Date, and at all times thereafter,
      Borrower shall maintain liquidity in an amount equal to or greater than
      Two Million Dollars ($2,000,000), calculated as the sum of (i)
      unrestricted and unencumbered cash in accounts with the Bank or a Bank
      Subsidiary plus (ii) the aggregate Availability Amount minus (iii) any
      outstanding Overadvance. Nothing in the foregoing sentence shall be
      construed to imply that Borrower is permitted to maintain an Overadvance
      at any time. 

		  
		 		
             (b) Minimum Cumulative Net Loss/Net Income. Borrower’s trailing-three-month Net Income (loss),
      tested on a monthly basis as of the last day of each month, shall not be
      less than (not be a greater net loss than) the amounts indicated below for
      each period indicated below:





	            
    		     	Trailing-three-month Period Ended  		Minimum Net Income (maximum net loss) 
				October 31,
      2008  	 		($2,200,000) 	  
				November 30,
      2008  			($2,200,000) 	  
			 	December 31,
      2008  			($1,400,000) 	  
		 		January 31,
      2009  			($1,200,000) 	  
				February 28,
      2009  			($900,000)
    	  
				March 31, 2009,
      and each monthly period  			$500,000”
    	  
				thereafter  				  



	            
    	5	     	The Loan Agreement
      shall be amended by deleting the following text appearing in Section 10
      (Notices) thereof:
		 


	            
    		     	“If to
      Borrower:                    
    	Voxware, Inc.  	  
				  	168
      Franklin Corner Road  	  
				  	Lawrenceville,  	  
		 		 	New Jersey
      08648  	 
				  	Attn:
      Chief Executive Officer  	  
				  	Fax: 
    	  	  
			 	  	Email:  	  	” 
    
				  
	 			and
      inserting in lieu thereof the following:  	  
				  
				“If to
      Borrower:  	Voxware, Inc.  	  
				  	300
      American Metro Blvd., Suite 155  	  
				  	Hamilton, New Jersey 08619  	  
				  	Attn:
      Chief Executive Officer  	  
					Fax:  	 	
					Email:  	 	” 
  







	       
           	6	     	
      The Loan Agreement shall be
      amended by deleting the following definitions appearing in Section 13.1
      thereof:

		   
		 		
      ““Availability Amount” is (a) the
      lesser of (i) the Revolving Line or (ii) the Borrowing Base minus (b) the
      amount of all outstanding Letters of Credit (including drawn but
      unreimbursed Letters of Credit) plus an amount equal to the Letter of
      Credit Reserves, minus (c) the FX Reserve, and minus (d) the outstanding
      principal balance of any Advances (including any amounts used for Cash
      Management Services).

		   
		 		
      “Borrowing Base” is eighty
      percent (80.0%) of Eligible Accounts, as determined by Bank from
      Borrower’s most recent Borrowing Base Certificate (provided however, if
      Borrower is unable, at any time, to either: (i) maintain an Adjusted Quick
      Ratio of at least 1.50 to 1.0, or (ii) (a) maintain an Adjusted Quick
      Ratio of at least 1.15 to 1.0, and (b) at all times maintain unrestricted
      and unencumbered cash, in accounts with the Bank in amount of at least Two
      Million Dollars ($2,000,000.00), then the Borrowing Base will be eighty
      percent (80.0%) of Eligible Accounts, net of any offsets related to each
      specific Account Debtor, including, without limitation, Deferred Revenue),
      minus if Borrower's Adjusted Quick Ratio is less than 1.25 to 1.0, at any
      time, the outstanding Obligations under the Term Loan; provided, however,
      that Bank may decrease the foregoing percentages in its good faith
      business judgment, based on events, conditions, contingencies, or risks
      which, as determined by Bank, may adversely affect
    Collateral.

		   
		 		
      “Prime Rate” is Bank’s most
      recently announced “prime rate”, even if it is not the Bank’s lowest
      rate.”

		   
		 		and inserting in lieu
      thereof the following:
		   
		 		
      ““Availability Amount” is (a) the
      lesser of (i) the Revolving Line or (ii) the Borrowing Base minus the Term
      Loan Reserve minus (b) the amount of all outstanding Letters of Credit
      (including drawn but unreimbursed Letters of Credit) plus an amount equal
      to the Letter of Credit Reserves, minus (c) the FX Reserve, and minus (d)
      the outstanding principal balance of any Advances (including any amounts
      used for Cash Management Services).

		 	 	 
		 		
      “Borrowing Base” is eighty
      percent (80.0%) of Eligible Accounts, as determined by Bank from
      Borrower’s most recent Borrowing Base Certificate, provided,
      however, that Bank may decrease the foregoing percentages in its good
      faith business judgment, based on events, conditions, contingencies, or
      risks which, as determined by Bank, may adversely affect
      Collateral.

		  
		 		
      “Prime Rate” is the greater of
      (i) four percent (4.00%) or (ii) Bank’s most recently announced “prime
      rate”, even if it is not the Bank’s lowest rate.”

		   
		7		
      The Loan Agreement shall be
      amended by inserting the following new definitions to appear
      alphabetically in Section 13.1 thereof:

		  
		 		
      ““Term Loan Reserve” is an amount
      equal to one hundred percent (100%) of the aggregate amount of outstanding
      Term Loans. Such Term Loan Reserve shall remain in effect until the date
      the Borrower reports Net Income greater than Zero Dollars ($0.00) for two
      (2) consecutive fiscal quarters. Thereafter, the Term Loan Reserve shall
      be Zero Dollars ($0.00).








		 				
      “Third Loan Modification Agreement” is that certain Waiver and Third Loan Modification Agreement,
      dated as of the Third Loan Modification Effective Date, by and between
      Bank and Borrower.

		 
		 				
      “Third Loan Modification Effective Date” is the date indicated on the signature page to the Third Loan
      Modification Agreement.”

		 
		 		8	     	
      The Loan Agreement shall be
      amended by deleting the following clause (e) from the definition of
      “Eligible Accounts” in Section 13.1 thereof:

		 
		 				
      “(e) Accounts owing from an
      Account Debtor, including Affiliates, whose total obligations to Borrower
      exceed fifty percent (50.0%) of all Accounts, for the amounts that exceed
      that percentage, unless Bank approves in writing;”

		 
		 				and inserting in lieu
      thereof the following:
		 
		 				
      “(e) Accounts owing from an
      Account Debtor, including Affiliates, whose total obligations to Borrower
      exceed twenty-five percent (25.0%) of all Accounts, for the amounts that
      exceed that percentage, unless Bank approves in writing;”

		 
		 		9		
      The Compliance Certificate
      appearing as Exhibit C to the Loan Agreement is hereby replaced with the
      Compliance Certificate attached as Exhibit A hereto.

		 
	     	B.	     	Waiver.
		 
		 		1		
      Bank hereby waives Borrower’s
      existing defaults under the Loan Agreement by virtue of Borrower’s failure
      to comply with the Net Income financial covenant set forth in Section
      6.9(b) as of the compliance period ending September 30, 2008. Bank’s
      waiver of Borrower’s compliance of the foregoing covenant default shall
      apply only to the foregoing specific period.

		 


4.
CONDITION SUBSEQUENT. Within fourteen (14) days after the Third Loan Modification
Effective Date, or at such later time as Bank shall determine, in its sole
discretion, Borrower shall execute all documents and deliver all instruments
reasonably requested by Bank to (a) provide for Borrower’s UK Subsidiary,
Voxware (UK) Ltd., a company organized under the laws of England and Wales, to
be a secured guarantor pursuant to which a first-priority lien in all assets of
Voxware (UK) Ltd. will be granted to Bank and Voxware (UK) Ltd. will guaranty
all Obligations of Borrower to Bank; and (b) permit the Bank access to any
Collateral maintained at Borrower’s headquarters located at 300 American Metro
Blvd., Suite 155, Hamilton, NJ 08619. Failure to comply with the foregoing
provision will constitute an Event of Default under the Loan Agreement.


5.
FEES.
Borrower shall pay to Bank a modification fee equal to Ten Thousand Dollars
($10,000.00), which fee shall be due on the date hereof and shall be deemed
fully earned as of the date hereof. Borrower shall also reimburse Bank for all
legal fees and expenses incurred in connection with this amendment to the
Existing Loan Documents.

6.
RATIFICATION OF INTELLECTUAL PROPERTY SECURITY
AGREEMENT. Borrower hereby ratifies, confirms
and reaffirms, all and singular, the terms and conditions of the IP Security
Agreement and acknowledges, confirms and agrees that said IP Security Agreement
contains an accurate and complete listing of all Intellectual Property
Collateral as defined in said IP Security Agreement, and shall remain in full
force and effect. 




7.
RATIFICATION OF PERFECTION
CERTIFICATE. Borrower hereby ratifies,
confirms and reaffirms, all and singular, the terms and disclosures contained in
a certain Perfection Certificate dated as of May 24, 2006, between Borrower and
Bank, and acknowledges, confirms and agrees the disclosures and information
above Borrower provided to Bank in the Perfection Certificate has not changed,
as of the date hereof.

8.
CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever necessary to
reflect the changes described above. 

9.
RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms
and conditions of all security or other collateral granted to the Bank, and
confirms that the indebtedness secured thereby includes, without limitation, the
Obligations. 

10.
NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that Borrower has no
offsets, defenses, claims, or counterclaims against Bank with respect to the
Obligations, or otherwise, and that if Borrower now has, or ever did have, any
offsets, defenses, claims, or counterclaims against Bank, whether known or
unknown, at law or in equity, all of them are hereby expressly WAIVED and
Borrower hereby RELEASES Bank from any liability thereunder. 

11.
CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing
Obligations, Bank is relying upon Borrower’s representations, warranties, and
agreements, as set forth in the Existing Loan Documents. Except as expressly
modified pursuant to this Loan Modification Agreement, the terms of the Existing
Loan Documents remain unchanged and in full force and effect. Bank’s agreement
to modifications to the existing Obligations pursuant to this Loan Modification
Agreement in no way shall obligate Bank to make any future modifications to the
Obligations. Nothing in this Loan Modification Agreement shall constitute a
satisfaction of the Obligations. It is the intention of Bank and Borrower to
retain as liable parties all makers of Existing Loan Documents, unless the party
is expressly released by Bank in writing. No maker will be released by virtue of
this Loan Modification Agreement. 

12.
COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it
shall have been executed by Borrower and Bank. 

[The remainder of this page is
intentionally left blank] 




This Loan Modification Agreement is
executed as a sealed instrument under the laws of the Commonwealth of
Massachusetts as of the date first written above. 

	BORROWER:  	BANK:  
	  
	VOXWARE, INC. 
    	SILICON VALLEY
      BANK  
	  
	  
	  
	By: 	/s/ William G.
      Levering III   	 	By: 	/s/ Karen
      Dunn 	 
	Name: 	William G.
      Levering III  	 	Name: 	Karen
      Dunn 	 
	Title: 	CFO, VP &
      Secretary   	 	Title: 	Relationship
      Manager  	 




Third Loan Modification Effective Date: November 14, 2008

     The
undersigned, VERBEX ACQUISITION
CORPORATION, a Delaware corporation
(“Guarantor”) hereby: (i) ratifies, confirms and reaffirms, all and singular, the
terms and conditions of (A) a certain Unlimited Guaranty of the obligations of
Borrower to Bank dated January 27, 2004 (the “Guaranty”), (B) a certain Security
Agreement by Guarantor in favor of Bank dated January 27, 2004 (the
“Security Agreement”); (ii) acknowledges, confirms and agrees that the Guaranty, and
Security Agreement shall remain in full force and effect and shall in no way be
limited by the execution of this Loan Modification Agreement or any other
documents, instruments and/or agreements executed and/or delivered in connection
herewith; and (iii) acknowledges, confirms and agrees that the obligations of
Borrower to Bank under the Guaranty include, without limitation, all Obligations
of Borrower to Bank under the Loan Agreement, as amended by this Loan
Modification Agreement. 


	VERBEX ACQUISITION
      CORPORATION  
	  
	  
	  
	By: 	/s/ William G.
      Levering III   	 
	Name: 	William G.
      Levering III  	 
	Title: 	CFO, VP &
      Secretary