FIFTH LOAN MODIFICATION AGREEMENT


     This Fifth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of the Fifth 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, 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, and as further amended by a certain Waiver and Fourth Loan Modification
Agreement, dated as of February 17, 2009, in each case 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 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		The Loan Agreement
      shall be amended by deleting the following text appearing as Section 2.2
      thereof:
						  
						“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.”
						    
						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
      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 (c) the FX Reserve plus (d) 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 text appearing as Section 6.9(a)
    thereof:

	 		      	  
				
      “(a) Minimum Cash
      Balance. As of the Fourth Loan Modification
      Effective Date, and at all times thereafter, Borrower shall maintain not
      less than One Million Five Hundred Thousand Dollars ($1,500,000.00) in
      unrestricted and unencumbered cash in accounts with the Bank or a Bank
      subsidiary.”

				  
				
      and inserting in lieu thereof the
      following:

				  
				
      “(a) Minimum
      Liquidity. Maintain as of the Fifth Loan
      Modification Effective Date, and at all times thereafter (certified
      monthly by the Borrower), liquidity in an amount equal to or greater than
      One Million Five Hundred Thousand Dollars ($1,500,000), calculated as the
      sum of (i) unrestricted and unencumbered cash in accounts at Bank
      plus (ii) the
      aggregate Availability Amount.”

				  
		3		
      The Loan Agreement shall be amended by
      deleting the following text appearing as Section 6.9(b)
    thereof:

				  
				
      “(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) 
		March 31, 2009,
      and each monthly period thereafter  		$500,000”
  




		4	 	
      The Loan Agreement shall be amended by
      deleting the following text appearing as Section 7.7
  thereof:

	 		      	  
				
      “7.7
      Distributions; Investments. (a)
      Directly or indirectly make any Investment other than Permitted
      Investments, or permit any of its Subsidiaries to do so; or (b) pay any
      dividends or make any distribution or payment or redeem, retire or
      purchase any capital stock.”

				  
				
      and inserting in lieu thereof the
      following:

				  
				
      “7.7 Distributions;
      Investments. (a) Directly or indirectly make
      any Investment other than Permitted Investments, or permit any of its
      Subsidiaries to do so; or (b) pay any dividends or make any distribution
      or payment or redeem, retire or purchase any capital stock;
      provided,
      however, that from
      and after the Fifth Loan Modification Effective Date, provided no Default
      or Event of Default has occurred and is continuing, or would result after
      giving pro forma effect to any of the following, Borrower shall be
      permitted to repurchase up to forty percent (40%) of existing employees’
      restricted stock units (“RSUs”) previously issued by Borrower pursuant to
      a stock incentive plan approved by Borrower’s board of directors;
      provided further,
      that the aggregate amount of all such repurchases of RSUs shall not exceed
      Fifteen Thousand Dollars ($15,000) in any fiscal
    month.”










		5		The Loan Agreement
      shall be amended by deleting the following definitions from Section 13.1
      thereof:
		 
		 	      	““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).
		 
		 		“Revolving Line Maturity Date” is March 31, 2009.
		 
		 		“Term Loan Reserve” is
      an amount equal to one hundred percent (100%) of the aggregate amount of
      outstanding Term Loans.”
		 
		 		and inserting in lieu
      thereof the following:
		 
		 		““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).
		 
		 		“Revolving Line Maturity Date” is May 31, 2009.”
		 
		6		The Loan Agreement
      shall be amended by inserting the following new definitions to appear
      alphabetically in Section 13.1 thereof:
		 
		 		““Fifth Loan Modification Agreement” is that certain Fifth Loan Modification Agreement,
      dated as of the Fifth Loan Modification Effective Date, by and between
      Bank and Borrower.
		 
		 		“Fifth Loan Modification Effective Date” is the date indicated on the signature page to the
      Fifth Loan Modification Agreement.”
		 
		7		The Compliance
      Certificate appearing as Exhibit C to the Loan Agreement is hereby
      replaced with the Compliance Certificate attached as Exhibit A hereto.






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 Fifth Loan Modification Effective Date. 

	BORROWER:  	BANK:  
	  
	VOXWARE, INC.  	SILICON VALLEY BANK  
	  
	By: 	/s/ William G. Levering
      III 	 	By: 	/s/ Jay T. Tracy
	 
	Name:  	William G. Levering III 
    	 	Name:  	Jay T.
      Tracy  	 
	Title:  	Chief Financial Officer 
    	 	Title:  	Vice President  	 
					  	
					  	
				
      Fifth Loan Modification Effective Date: March 31, 2009
    




     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 CORPORATION  
	  
	  
	By: 	/s/ William G.
      Levering III 	 
	Name:  	William G. Levering III  	 
	Title:  	Chief Financial Officer  	 







     The
undersigned, VOXWARE(UK)
Limited, a company registered under the laws
of England and Wales (“UK Guarantor”) 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. Levering III
    	 
	Name:  	William
      G. Levering III  	 
	Title:  	Chief
      Financial Officer