SIXTH LOAN MODIFICATION AGREEMENT

This
Sixth Loan Modification Agreement (this Loan
Modification Agreement) is entered into as
of June 26, 2009, with an effective date of June 1, 2009, by and betweenSILICON 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) andVOXWARE,
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, as
further amended by a certain Second Loan Modification Agreement, dated as of
February 13, 2008 but effective as of December 27, 2007, as further amended by a
certain Waiver and Third Loan Modification Agreement, dated as of November 14,
2008, as further amended by a certain Waiver and Fourth Loan Modification
Agreement, dated as of February 17, 2009, and as further modified by a certain
Fifth Loan Modification Agreement, dated as of March 31, 2009, in each case by
and between Borrower and Bank (as amended, the LoanAgreement). Capitalized terms used
but not otherwise defined herein shall have the same meaning as defined 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                               
| |   
| |    |  |                                 
| |   
| |    |  |                                 
| |   
| |    |  |                                 

4.FEES.
Borrower shall pay to Bank an extension and modification fee equal to Two
Thousand Dollars($2,000.00), 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.

5.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.

---

6.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.

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

8.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.

9.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.

10.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.

11.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 above written.

|BORROWER:     | BANK:                    
|------------- | -------------------------
|              |                          
|VOXWARE, INC. | SILICON VALLEY BANK      
|              |                          
|By:           | /s/ William G. Levering  
|Name:         | William G.
      Levering
|Title:        | CFO                      

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), and (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 the
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
Guarantor 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 CORPORATIONBy:
    /s/ William G. LeveringName:
    William G.
      LeveringTitle:
    CFO


The undersigned,VOXWARE(UK) Limited, a
company registered under the laws of England and Wales(UKGuarantor)
hereby: (i) ratifies, confirms and reaffirms, all and singular, the terms and
conditions of (A) a certain Deed of Guaranty of the obligations of Borrower to
Bank dated as of February 5, 2009 (the UK
Guaranty), and (B) a certain Mortgage
Debenture by UK Guarantor in favor of Bank dated as of February 5, 2009 (the
Debenture); (ii) acknowledges, confirms and agrees that the UK Guaranty and the
Debenture 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 UK Guarantor
to Bank under the UK Guaranty include, without limitation, all Obligations of
Borrower to Bank under the Loan Agreement, as amended by this Loan Modification
Agreement.

**VOXWARE (UK) Limited**By:
    /s/ William G. LeveringName:
    William G.
      LeveringTitle:
    CFO


---