EXHIBIT
4.10








**THIS
COMMON STOCK WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR
TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH
RESPECT THERETO.**




COMMON
STOCK WARRANT


Warrant
No. PD- «PD»        Number of
Shares: «Shares»




VOXWARE,
INC.




Original
Issue Date: June 27, 2003


Void
after June 27, 2013





WHEREAS,
in connection with that certain Common Stock Purchase Agreement among Voxware,
Inc. (the “Company”) and the investors named therein, dated as of ____ __, 2005
(the “Stock Purchase Agreement”), pursuant to which the Company will issue
shares of its Common Stock, $0.001 par value per share (the “Common Stock”)
(such transaction referred to herein as the “Financing”); and





WHEREAS,
in connection with the Financing, and
pursuant to the terms of the Series D Convertible Preferred Stock, as set forth
in the Company’s Amended and Restated Certificate of Incorporation, the holders
of a majority of the Company’s Series D Convertible Preferred Stock (the “Series
D Preferred Stock”) agreed to convert all of the Company’s outstanding shares of
Series D Preferred Stock into shares of Common Stock (the “Conversion”).





WHEREAS,
in connection with the Financing and the Conversion, the parties hereto desire
to exchange the Series D Convertible Preferred Stock Purchase Warrant No. [___]
for this Common Stock Warrant reflecting the conversion of the Series D
Preferred Stock into Common Stock.





NOW,
THEREFORE, to induce the Company to enter into the Financing and for other good
and valuable consideration, the receipt and sufficiency of which each party
hereby acknowledged, the parties hereto agree as follows:








1. Issuance . Upon
the surrender for exchange of the holder’s Series D Convertible Preferred Stock
Purchase Warrant, this Common Stock Warrant is issued to «Holder» by
Voxware, Inc., a Delaware corporation (hereinafter with its successors called
the “Company”).





2. Purchase
Price; Number of Shares . Subject
to the terms and conditions hereinafter set forth, the registered holder of this
Common Stock Warrant (the “Holder”), commencing on the date hereof, is entitled
upon surrender of this Common Stock Warrant with the subscription form annexed
hereto duly executed, at the office of the Company, 168
Franklin Corner Road, Lawrenceville,
NJ 08648 , or such
other office as the Company shall notify the Holder of in writing, to purchase
from the














Company
at a price per share (the “Purchase Price”) of $[0.015], up to «Shares» fully
paid and nonassessable shares of Common Stock of the Company (the “Common
Stock”). Until such time as this Common Stock Warrant is exercised in full or
expires, the Purchase Price and the securities issuable upon exercise of this
Common Stock Warrant are subject to adjustment as hereinafter provided.





3. Payment
of Purchase Price . The
Purchase Price may be paid (i) in cash or by check, (ii) by the
surrender by the Holder to the Company of any promissory notes or other
obligations issued by the Company, with all such notes and obligations so
surrendered being credited against the Purchase Price in an amount equal to the
principal amount thereof plus accrued interest to the date of surrender,
(iii) through delivery by the Holder to the Company of other securities
issued by the Company, with such securities being credited against the Purchase
Price in an amount equal to the fair market value thereof, as determined in good
faith by the Board of Directors of the Company (the “Board”), or (iv) by
any combination of the foregoing. The Board shall promptly respond in writing to
an inquiry by the Holder as to the fair market value of any securities the
Holder may wish to deliver to the Company pursuant to clause
(iii) above.





4. Net
Issue Election . The
Holder may elect to receive, without the payment by the Holder of any additional
consideration, shares equal to the value of this Common Stock Warrant or any
portion hereof by the surrender of this Common Stock Warrant or such portion to
the Company, with the net issue election notice annexed hereto duly executed, at
the office of the Company. Thereupon, the Company shall issue to the Holder such
number of fully paid and nonassessable shares of Common Stock as is computed
using the following formula:





X = Y
(A-B)


A





where





X
      =
    the
      number of shares to be issued to the Holder pursuant to this
      Section 4.
 
 Y
      =
    the
      number of shares covered by this Common Stock Warrant in respect of which
      the net issue election is made pursuant to this
      Section 4.
 
 A
      =
    the
      fair market value of one share of Common Stock, as determined in good
      faith by the Board, as at the time the net issue election is made pursuant
      to this Section 4.
 
 B
      =
    the
      Purchase Price in effect under this Common Stock Warrant at the time the
      net issue election is made pursuant to this
  Section 4.


The Board
shall promptly respond in writing to an inquiry by the Holder as to the fair
market value of one share of Common Stock.





5. Partial
Exercise . This
Common Stock Warrant may be exercised in part, and the Holder shall be entitled
to receive a new warrant, which shall be dated as of the date of this Common
Stock Warrant, covering the number of shares in respect of which this Common
Stock Warrant shall not have been exercised.





6. Issuance
Date . The
person or persons in whose name or names any certificate representing shares of
Common Stock is issued hereunder shall be deemed to have become the holder of
record of the shares represented thereby as at the close of business on the date
this Common Stock








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Warrant
is exercised with respect to such shares, whether or not the transfer books of
the Company shall be closed.





7. Expiration
Date; Automatic Exercise . This
Common Stock Warrant shall expire at the close of business on June 27, 2013, and
shall be void thereafter. Notwithstanding the foregoing, this Common Stock
Warrant, to the extent then exercisable, shall automatically be deemed to be
exercised in full pursuant to the provisions of Section 4 hereof, without
any further action on behalf of the Holder, immediately prior to the time this
Common Stock Warrant would otherwise expire pursuant to the preceding
sentence.





8. Reserved
Shares; Valid Issuance . The
Company covenants that it will at all times from and after the date hereof
reserve and keep available such number of its authorized shares of Common Stock
and Common Stock, par value $0.001 per share (the “Common Stock”), free from all
preemptive or similar rights therein, as will be sufficient to permit,
respectively, the exercise of this Common Stock Warrant in full and the
conversion into shares of Common Stock of all shares of Common Stock receivable
upon such exercise. The Company further covenants that such shares as may be
issued pursuant to such exercise and conversion will, upon issuance, be duly and
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issuance thereof.





9. Stock
Dividends . If
after June 27, 2003 (the “Original Issue Date”) the Company shall subdivide the
Common Stock, by split-up or otherwise, or combine the Common Stock (pursuant to
a reverse stock split or otherwise), or issue additional shares of Common Stock
in payment of a stock dividend on the Common Stock, the number of shares
issuable on the exercise of this Common Stock Warrant shall forthwith be
proportionately increased in the case of a subdivision or stock dividend, or
proportionately decreased in the case of a combination or reverse stock split,
and the Purchase Price shall forthwith be proportionately decreased in the case
of a subdivision or stock dividend, or proportionately increased in the case of
a combination.





10. Mergers
and Reclassifications . If
after the Original Issue Date there shall be any reclassification, capital
reorganization or change of the Common Stock (other than as a result of a
subdivision, combination or stock dividend provided for in Section 9
hereof), or any consolidation of the Company with, or merger of the Company
into, another corporation or other business organization (other than a
consolidation or merger in which the Company is the continuing corporation and
which does not result in any reclassification or change of the outstanding
Common Stock), or any sale or conveyance to another corporation or other
business organization of all or substantially all of the assets of the Company,
then, as a condition of such reclassification, reorganization, change,
consolidation, merger, sale or conveyance, lawful provisions shall be made, and
duly executed documents evidencing the same from the Company or its successor
shall be delivered to the Holder, so that the Holder shall thereafter have the
right to purchase, at a total price not to exceed that payable upon the exercise
of this Common Stock Warrant in full, the kind and amount of shares of stock and
other securities and property receivable upon such reclassification,
reorganization, change, consolidation, merger, sale or conveyance by a holder of
the number of shares of Common Stock which might have been purchased by the
Holder immediately prior to such reclassification, reorganization, change,
consolidation, merger, sale or conveyance (or, if there are no holders of Common
Stock at such time, by a holder of the number of shares of Common Stock which
might have been acquired by the Holder immediately prior to such
reclassification, reorganization, change, consolidation, merger, sale or
conveyance upon the exercise of this Common Stock Warrant in full and the
conversion into shares of Common Stock of all shares of Common Stock receivable
upon such exercise), and in any such case appropriate provisions shall be made
with respect to the rights and interest of the Holder to the end that the
provisions hereof (including without limitation, provisions for the adjustment
of the Purchase Price and the number of shares issuable hereunder) shall








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thereafter
be applicable in relation to any shares of stock or other securities and
property thereafter deliverable upon exercise hereof.





11. Fractional
Shares . In no
event shall any fractional share of Common Stock be issued upon any exercise of
this Common Stock Warrant. If, upon exercise of this Common Stock Warrant as an
entirety, the Holder would, except as provided in this Section 11, be
entitled to receive a fractional share of Common Stock, then the Company shall
issue the next higher number of full shares of Common Stock, issuing a full
share with respect to such fractional share.





12. Certificate
of Adjustment .
Whenever the Purchase Price is adjusted, as herein provided, the Company shall
promptly deliver to the Holder a certificate of a firm of independent public
accountants setting forth the Purchase Price after such adjustment and setting
forth a brief statement of the facts requiring such adjustment.





13. Notices
of Record Date, Etc . In the
event of:





(a) any
taking by the Company of a record of the holders of any class of securities for
the purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right,





(b) any
reclassification of the capital stock of the Company, capital reorganization of
the Company, consolidation or merger involving the Company, or sale or
conveyance of all or substantially all of its assets, or





(c) any
voluntary or involuntary dissolution, liquidation or winding-up of the
Company,





then and
in each such event the Company will mail or cause to be mailed to the Holder a
notice specifying (i) the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and stating the amount and
character of such dividend, distribution or right, or (ii) the date on which any
such reclassification, reorganization, consolidation, merger, sale or
conveyance, dissolution, liquidation or winding-up is to take place, and the
time, if any is to be fixed, as of which the holders of record in respect of
such event are to be determined. Such notice shall be mailed at least 20 days
prior to the date specified in such notice on which any such action is to be
taken.





14. Amendment . The
terms of this Common Stock Warrant may be amended, modified or waived only with
the written consent of the Company and the Holder.





15. Common
Stock Warrant Register; Transfers, Etc.





A. The
Company will maintain a register containing the names and addresses of the
registered holders of all issued and outstanding Common Stock Warrants. The
Holder may change its address as shown on the warrant register by written notice
to the Company requesting such change. Any notice or written communication
required or permitted to be given to the Holder may be given by certified mail
or delivered to the Holder at its address as shown on the warrant
register.





B. Subject
to compliance with applicable federal and state securities laws, this Common
Stock Warrant may be transferred by the Holder with respect to any or all of the
shares purchasable hereunder. Upon surrender of this Common Stock Warrant to the
Company, together with the assignment hereof properly endorsed, for transfer of
this Common Stock Warrant as an entirety by







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the
Holder, the Company shall issue a new warrant of the same denomination to the
assignee. Upon surrender of this Common Stock Warrant to the Company, together
with the assignment hereof properly endorsed, by the Holder for transfer with
respect to a portion of the shares of Common Stock purchasable hereunder, the
Company shall issue a new warrant to the assignee, in such denomination as shall
be requested by the Holder hereof, and shall issue to such Holder a new warrant
covering the number of shares in respect of which this Common Stock Warrant
shall not have been transferred.





C. In case
this Common Stock Warrant shall be mutilated, lost, stolen or destroyed, the
Company shall issue a new warrant of like tenor and denomination and deliver the
same (i) in exchange and substitution for and upon surrender and
cancellation of any mutilated Common Stock Warrant, or (ii) in lieu of any
Common Stock Warrant lost, stolen or destroyed, upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft or destruction of such
Common Stock Warrant (including a reasonably detailed affidavit with respect to
the circumstances of any loss, theft or destruction) and of indemnity reasonably
satisfactory to the Company.





16. No
Impairment . The
Company will not, by amendment of its Amended and Restated Certificate of
Incorporation or through any reclassification, capital reorganization,
consolidation, merger, sale or conveyance of assets, dissolution, liquidation,
issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Common Stock
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder.





17. Governing
Law . The
provisions and terms of this Common Stock Warrant shall be construed and
enforced in accordance with and governed by the laws of the General Corporation
Law of the State of Delaware as to matters within the scope thereof, and as to
all other matters shall be construed and enforced in accordance with and
governed by the internal laws of the State of New Jersey, without regard to its
principles of conflicts of laws.





18. Successors
and Assigns . This
Common Stock Warrant shall be binding upon the Company’s successors and assigns
and shall inure to the benefit of the Holder’s successors, legal representatives
and permitted assigns.





19. Business
Days . If the
last or appointed day for the taking of any action required or the expiration of
any right granted herein shall be a Saturday or Sunday or a legal holiday in the
State of New Jersey, then such action may be taken or right may be exercised on
the next succeeding day which is not a Saturday or Sunday or such a legal
holiday.







Dated: August __, 2005
    VOXWARE,
  INC.(Corporate
    Seal)
    By:
    ____________________________________Attest:
    Title:
    ________________________________________________________________________





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**Subscription**





To:____________________  Date:_________________________








The
undersigned hereby subscribes for __________ shares of Common Stock covered by
this Common Stock Warrant. The certificate(s) for such shares shall be issued in
the name of the undersigned or as otherwise indicated below:





____________________________________
      Signature____________________________________Name
      for Registration____________________________________
      Mailing Address


**Net
Issue Election Notice**





To:____________________  Date:_________________________





The
undersigned hereby elects under Section 4 to surrender the right to
purchase ______________ shares of Common Stock pursuant to this Common Stock
Warrant. The certificate(s) for the shares issuable upon such net issue election
shall be issued in the name of the undersigned or as otherwise indicated
below.




____________________________________
      Signature____________________________________Name
      for Registration____________________________________
      Mailing Address


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**Assignment**




For value
received, the undersigned hereby sells, assigns and transfers unto
____________________________, 1  (full name of assignee) the
right represented by the within Common Stock Warrant to purchase __________
shares of Common Stock of Voxware, Inc. (the “ Company ”) to
which the within Common Stock Warrant relates, and does hereby irrevocably
constitute and appoint the Company as its attorney to transfer such right to the
within Common Stock Warrant on the books of the Company with full power of
substitution on the premises.





Dated:_______________________




Signature:
      ____________________________________Assignor Name:
      _______________________________By:
      Its:(Name must conform to name of Holder as specified on
      the face of the Common Stock
Warrant)


In the
Presence of:





_____________________________








Assignee
Information





Name:___________________________


Address:_________________________




Telephone:_______________________


Facsimile:________________________








1
(full nmae of assignee)





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