EXHIBIT 10.2

WAIVER AND FOURTH LOAN MODIFICATION
AGREEMENT 

     This Waiver and Fourth Loan Modification Agreement (this
“Loan Modification Agreement”) is entered into as of the Fourth 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, and as further amended
by a certain Waiver and Third Loan Modification Agreement, dated as of November
14, 2008, 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
      appearing as Section 6.9(a) thereof:
		  
	     	  	     	  		
      “    
      (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.

		  
		  		  		
      and inserting in lieu thereof the
      following:

		  
		  		  		
      “    
      (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.








	     	      	     	2	     	
      The Loan Agreement shall be
      amended by deleting the following 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) 
						 			 
		 	 			January 31,
      2009  			($1,200,000) 
						 			 
	 					February 28,
      2009  			($900,000)
    
						 			 
						March 31, 2009,
      and each monthly period  			$500,000”
    
						thereafter  			



	     	      	     	 	     	
      and inserting in lieu thereof the
      following: 

		  
		  		  		
      “    
      (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  			$500,000” 
	 					thereafter  			



	     	      	     	3	     	
      The Loan Agreement shall be
      amended by deleting the following definitions from Section 13.1 thereof:
      

		  
						“Revolving Line Maturity Date” is
      February 11, 2009. 
						  
		  		  		
      “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). 

						 
						and inserting
      in lieu thereof the following: 







	     	      	     		     	
      “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.

						   
				4		The Loan Agreement
      shall be amended by inserting the following new definitions to appear
      alphabetically in Section 13.1 thereof: 
						  
						
      ““Fourth Loan
      Modification Agreement” is that certain Waiver
      and Fourth Loan Modification Agreement, dated as of the Fourth Loan
      Modification Effective Date, by and between Bank and Borrower.
      

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

						 
				5		
      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 (i) the Minimum Liquidity financial covenant set forth in
      Section 6.9(a) (as in effect prior to this Loan Modification Agreement)
      for the period through and including the Fourth Loan Modification
      Effective Date, and (ii) the Minimum Cumulative Net Loss/Net Income
      financial covenant set forth in Section 6.9(b) for the compliance period
      ended December 31, 2008. Bank’s waiver of Borrower’s compliance of the
      foregoing covenant defaults shall apply only to the foregoing specific
      dates and period. 



4.
CONDITION PRECEDENT. As a condition precedent to the effectiveness of this Loan Modification
Agreement, the Borrower shall execute all
documents and deliver all instruments reasonably requested by Bank to permit the
Bank access to any Collateral maintained at Borrower’s headquarters located at
300 American Metro Blvd., Suite 155, Hamilton, NJ 08619.

5.
FEES.
Borrower shall pay to Bank a modification fee equal to Five Thousand Dollars
($5,000.00), 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 Fourth Loan Modification Effective Date.


	BORROWER:  	BANK:  
	  
	VOXWARE, INC.  	SILICON VALLEY BANK  
	  
	By: 
    	 	 	By: 
    	 	 
	Name:  	 	 	Name:  	 	 
	Title:  	 	 	Title:  	 	 



Fourth Loan Modification Effective Date: February _, 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: 
    	 	 
	Name:  	 	 
	Title:  	 	 







     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: 
    	 	 
	Name:  	 	 
	Title:  	 	 








	 COMPLIANCE CERTIFICATE 
	TO: 
    	SILICON VALLEY
      BANK  	 	Date:  	 
	FROM:    	VOXWARE,
      INC.  	  	 




The undersigned authorized officer of
Voxware, Inc. (“Borrower”) certifies that under the terms and conditions of the Loan
and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower
is in complete compliance for the period ending _______________ with all
required covenants except as noted below, (2) there are no Events of Default,
(3) all representations and warranties in the Agreement are true and correct in
all material respects on this date except as noted below; provided, however,
that such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text
thereof; and provided, further that those representations and warranties
expressly referring to a specific date shall be true, accurate and complete in
all material respects as of such date, (4) Borrower, and each of its
Subsidiaries, has timely filed all required tax returns and reports, and
Borrower has timely paid all foreign, federal, state and local taxes,
assessments, deposits and contributions owed by Borrower except as otherwise
permitted pursuant to the terms of Section 5.9 of the Agreement, and (5) no
Liens have been levied or claims made against Borrower or any of its
Subsidiaries relating to unpaid employee payroll or benefits of which Borrower
has not previously provided written notification to Bank. Attached are the
required documents supporting the certification. The undersigned certifies that
these are prepared in accordance with generally GAAP consistently applied from
one period to the next except as explained in an accompanying letter or
footnotes. The undersigned acknowledges that no borrowings may be requested at
any time or date of determination that Borrower is not in compliance with any of
the terms of the Agreement, and that compliance is determined not just at the
date this certificate is delivered. Capitalized terms used but not otherwise
defined herein shall have the meanings given them in the Agreement.

Please indicate compliance status by
circling Yes/No under “Complies” column. 

		 Reporting Covenant  	 Required  	Complies 
		 	 	 
		Monthly financial statements
      with  	  Monthly within 30
      days  	Yes  No 
		Compliance
      Certificate  	    	    
	 	Annual financial
      statement (CPA Audited) + CC  	  FYE
      within 120 days  	Yes 
      No 
		10-Q, 10-K and
      8-K  	 
      Within 5 days after filing with SEC  	Yes 
      No 
		Borrowing Base
      Certificate A/R Agings  	 
      Monthly within 30 days  	Yes 
      No 
		Transaction
      Reports  	 
      Weekly  	Yes 
      No 
		Audit  	  Annually and within 45 days
      of  	Yes  No 
		  	 
      Effective Date  	    
		Board approved
      projections  	  Annually  	Yes 
      No 
		
		The
      following Intellectual Property was registered after the Effective Date
      (if no registrations, state “None”)  	    
		 	 	 	
		 	



	 Financial Covenant  	Required  	Actual  	Complies 
	Minimum Cumulative
      Net Loss/Net Income (waived through  	$______ *  	$  	Yes  No 
	February 28,
      2009)  	  	  	  
	Minimum Cash Balance
      (at all times)  	$1,500,000  	$  	Yes 
      No 



* As set forth in Section 6.9(b) of the
Agreement 




      
The following financial covenant analyses and information set forth in Schedule
1 attached hereto are true and accurate as of the date of this Certificate.


      
The following are the exceptions with respect to the certification above: (If no
exceptions exist, state “No exceptions to note.”) 

	 
	 
	 



	Voxware,
      Inc.  	BANK USE
      ONLY  
		 
	  	Received by: __________________________  
	By: 
      __________________________________  	AUTHORIZED SIGNER  
	Name: ________________________________	Date: ________________________________
	Title: _________________________________ 	  
	  	Verified: ______________________________
	  	AUTHORIZED SIGNER  
	  	Date: ________________________________
		 
	  	Compliance
      Status:  Yes    No 







Schedule 1 to Compliance
Certificate 

Financial Covenants of
Borrower 

Dated:
____________________


In the event of a conflict between this
Schedule and the Loan Agreement, the terms of the Loan Agreement shall control.


	I. 
        	Section 6.9(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.




	Total
      $_____________________  	  
	 	
	            
      ______ No, not in compliance  	______ Yes, in
      compliance  







	II   	Section
      6.9(b)   	Minimum Cumulative Net
      Loss/Net Income. 	  
			 	
	  	  	
      Maintain trailing-three-month Net
      Income (loss), tested on a monthly basis as of the last day of each month,
      of not 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) 	
						 	
	  	  	February 28, 2009 
			($900,000) 	
						 	
	  	  	March 31, 2009, and each monthly
      period  			$500,000 	  
	  	  	thereafter  				  




	Month
      ending  	 	Actual
      net losses/Net Income  
	 	 		 	 
	 	 		 	 
	 	 		 	 




	______ No, not
      in compliance  	______ Yes, in
      compliance