Amendment No.1 to Stockholders Agreement


 Exhibit 10.3 
  
 AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT 
  
 THIS AMENDMENT NO. 1 (“Amendment”) to the Stockholders Agreement dated June 27, 2003 (the “Stockholders
Agreement”) is made and entered into as April 30, 2004, by and among Voxware, Inc., a Delaware corporation (“the Company”), and the purchasers set forth on the signature pages hereto (the “Purchasers”), which Purchasers are
(i) the holders of at least a majority in interest of the Common Stock of the Company issued or issuable to the Investors under the Stockholders Agreement and (ii) the holders of at least a majority of the Common Stock subject to the Stockholders
Agreement. 
  
 W  I  T  N  E  S  S  E  T  H: 
  
 WHEREAS, the Company, the Purchasers and certain other holders of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share
(“Series D Preferred Stock”), entered into the Stockholders Agreement on June 27, 2003, which Stockholders Agreement remains in effect; 
  
 WHEREAS, pursuant to a Series D Convertible Preferred Stock Purchase Agreement dated the date hereof (the “Purchase Agreement”), the Company is
issuing and selling to the Purchasers on the date hereof 136,730,000 shares (the “Shares”) of Series D Preferred Stock; and 
  
 WHEREAS, the parties wish to modify the Stockholders Agreement pursuant to Section 14 thereof as set forth in this Amendment. 
  
 NOW, THEREFORE, effective as of the date hereof, the parties hereto,
intending to be legally bound, hereby agree to amend and modify the Stockholders Agreement as follows: 
  
 1. The capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Stockholders Agreement. 
  
 2. The parties agree that the Shares and the shares of Common Stock, $0.001
par value (“Common Stock”), issuable upon the conversion of the Series D Preferred Stock issued and sold by the Company pursuant to the Purchase Agreement shall be deemed to be, for all purposes of the Stockholders Agreement, Subject
Shares. 
  
 3. The parties agree that the Purchasers shall be
deemed to be, for all purposes of the Stockholders Agreement, Investors under the Stockholders Agreement, and shall be entitled to all of the rights and benefits of the Stockholders Agreement as an Investor. The parties agree that, upon the
execution of this Amendment, the Purchasers shall become parties to the Stockholders Agreement as Investors thereunder. 






 4. Each party represents and warrants that (i) the execution and delivery of this Amendment has been duly
and validly authorized and approved by its Boards of Directors or other governing body, (ii) no other proceedings (corporate or otherwise) on its part are necessary to authorize this Amendment, and (iii) this Amendment has been duly and validly
executed and delivered by it and constitutes its valid and binding agreement, enforceable against it in accordance with its terms. 
  
 5. Any reference to the Stockholders Agreement in any of the documents delivered by the Company and the Purchasers at the closing of the sale of the
Shares on the date hereof shall be deemed to refer to the Stockholders Agreement as amended by this Amendment. 
  
 6. Upon execution hereof, each reference in the Stockholders Agreement to “this Agreement,” “hereby,” “hereunder,”
“herein,” “hereof” or words of like import referring to the Stockholders Agreement shall mean and refer to the Stockholders Agreement, as amended by this Amendment. Any reference in the Stockholders Agreement to the Investor
Rights Agreement will be deemed to refer to the Investor Rights Agreement, as amended. 
  
 7. Except as expressly amended herein, the Stockholders Agreement remains in full force and effect. The Stockholders Agreement, as amended by this Amendment, constitutes the entire understanding of the parties
regarding the subject matter hereof and cannot be modified except by written agreement of the parties. 
  
 8. If any provision of this Amendment shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach
only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Amendment, and this Amendment shall be carried out as if any such illegal, invalid or unenforceable provision were not
contained herein. 
  
 9. This Amendment shall be governed by and
construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of New Jersey,
without regard to its principles of conflicts of laws. 
  
 10.
This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
  
 ********** 






 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as an instrument under
seal as of the date first above written. 
  

									
	 THE COMPANY:
  
 VOXWARE, INC.
	 	 	 	 PURCHASER:
  
 EDISON VENTURE FUND V, L.P.

					
	By:	 	 /s/    Allen M. Adler
	 	 	 	 By:
  
	 	 EDISON PARTNERS V, L.P.,
     its General Partner

	 	 	
	 	 	 	 	 	 
	 	 	 Name: Allen M. Adler
 Title: Interim CFO
	 	 	 	  
 By:
	 	  
 /s/    Joseph A. Allegra

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 Name: Joseph A. Allegra
 Title: General
Partner

	 Address:
	 	 	 	 	 	 
	 	 	
	 	 	 	 	 
	 Address:
	 	 	 	 	 	 Address:
	 	 
	 	 	
	 	 	 	 	 	

	 Telephone:
	 	 	 	 	 	 Address:
	 	 
	 	 	
	 	 	 	 	 	

	 Fax:
	 	 	 	 	 	 Telephone:
	 	 
	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 Fax:
	 	 
	 	 	 	 	 	 	 	 	

			
	 PURCHASER:
  
 CROSS ATLANTIC TECHNOLOGY FUND II, L.P.
	 	 	 	 PURCHASER:
  

				
	 By:   
	 	 CROSS ATLANTIC CAPITAL PARTNERS, INC.,
     its General Partner
	 	 	 	 /s/    H.B.E. Van Cutsem

 Hugh Bernard Edward Van Cutsem



													
							
	 By:   
	 	 /s/    Glenn T. Rieger
	 	 	 	 	 	 	 	 Address:
	 	 
	 	 	
	 	 	 	 	 	 	 	

	 	 	 Name: Glenn T. Rieger
 Title:
President
	 	 	 	 	 	 	 	 Address:
	 	 
	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 Telephone:
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 Fax:
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	

	 Address:
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 	 	 	 	 
	 Address:
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 	 	 	 	 
	 Telephone:
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 	 	 	 	 
	 Fax:
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 








															
	 PURCHASER:
  
 PRODUCTIVE NOMINEES LIMITED
	 	 	 	 	 	 	 	 PURCHASER:
  
 PICTET PRIVATE EQUITY INVESTORS S.A.

								
	By:	 	 /s/    Authorised Signature
	 	 	 	 	 	 	 	By:	 	/s/    Jurg Egli	 	 /s/    Elaine Brookes

	 	 	
	 	 	 	 	 	

	 	 	 Name: Authorised Signature
 Title:
	 	 	 	 	 	 	 	 	 	 Name: Jürg Egli
 Title: Director
	 	 Elaine Brookes
 Director



													
							
	 Address:
	 	 	 	 	 	 	 	 	 	 Address:
	 	 
	 	 	
	 	 	 	 	 	 	 	

	 Address:
	 	 	 	 	 	 	 	 	 	 Address:
	 	 
	 	 	
	 	 	 	 	 	 	 	

	 Telephone:
	 	 	 	 	 	 	 	 	 	 Telephone:
	 	 
	 	 	
	 	 	 	 	 	 	 	

	 Fax:
	 	 	 	 	 	 	 	 	 	 Fax:
	 	 
	 	 	
	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 


															
	 PURCHASER:
  
 SCORPION NOMINEES (BVI) LIMITED
	 	 	 	 	 	 	 	 PURCHASER:
  
 UBS FINANCIAL SERVICES INC. NOT IN ITS CORPORATE CAPACITY BUT SOLELY AS CUSTODIAN OF THE INDIVIDUAL RETIREMENT

	By:	 	 /s/    William Spencer
	 	 	 	 	 	 	 	ACCOUNT OF JONATHAN M. N. BINDER
	 	 	
	 	 	 	 	 
	 	 	 Name: William Spencer
 Title: Scorpion Nominees (BVI)
Limited Director
	 	 	 	 	 	 	 	 	 	 	 	 


											
						
	 Address:
	 	 	 	 	 	 	 	 By:
	 	 /s/    Anthony Conti

	 	 	
	 	 	 	 	 	 	 	

	 Address:
	 	 	 	 	 	 	 	 	 	 Name: Anthony Conti
 Title: Operations
Manager

	 	 	
	 	 	 	 	 	 	 	 


													
	 Telephone:
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 	 	 
	 Fax:
	 	 	 	 	 	 	 	 	 	 Address:
	 	 
	 	 	
	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 Address:
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 Telephone:
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 Fax:
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 








											
	 PURCHASER:
	 	 	 	 	 	 PURCHASER:
  
 JOSHUA M. RAFNER & ANGELA D. RAFNER 2000 TRUST

					
	 /s/    Emilie Van Cutsem
	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 
	Emily Elise Christine Van Cutsem	 	 	 	 	 	 	 	 
						
	 Address:
	 	 	 	 	 	 	 	 By:
	 	 /s/    

	 	 	
	 	 	 	 	 	

	 Address:
	 	 	 	 	 	 	 	 	 	 Name:
 Title:

	 	 	
	 	 	 	 	 
	 Telephone:
	 	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 


													
	 Fax:
	 	 	 	 	 	 	 	 	 	 Address:
	 	 
	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 Address:
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 Telephone:
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 	 	 Fax:
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	

					
	 PURCHASER:
	 	 	 	 	 	 	 	 PURCHASER:
  
 WILLBRO NOMINEES LIMITED



											
					
	 /s/    Duncan John Lloyd Fitzwilliams
	 	 	 	 	 	 By:
	 	 /s/    

	
	 	 	 	 	 	

	Duncan John Lloyd Fitzwilliams	 	 	 	 	 	 	 	 Name:
 Title:
Secretary/Director

	 	 	 	 	 	 	 	 	 	 


													
	 Address:
	 	 	 	 	 	 	 	 	 	 Address:
	 	 
	 	 	
	 	 	 	 	 	

	 Address:
	 	 	 	 	 	 	 	 	 	 Address:
	 	 
	 	 	
	 	 	 	 	 	

	 Telephone:
	 	 	 	 	 	 	 	 	 	 Telephone:
	 	 
	 	 	
	 	 	 	 	 	

	 Fax:
	 	 	 	 	 	 	 	 	 	 Fax:
	 	 
	 	 	
	 	 	 	 	 	









									
	 PURCHASER:
	 	 	 	 PURCHASER:
  
 INTERCONTINENTAL SERVICES LTD



											
					
	 /s/    David B. Levi
	 	 	 	 	 	 By:
	 	 /s/    Colin Vibert

	
	 	 	 	 	 	

	David B. Levi	 	 	 	 	 	 	 	 Name: Colin Vibert
 Title:
Director

	 	 	 	 	 	 	 	 	 	 


													
							
	 Address:
	 	 	 	 	 	 	 	 	 	 Address:
	 	 
	 	 	
	 	 	 	 	 	 	 	

	 Address:
	 	 	 	 	 	 	 	 	 	 Address:
	 	 
	 	 	
	 	 	 	 	 	 	 	

	 Telephone:
	 	 	 	 	 	 	 	 	 	 Telephone:
	 	 
	 	 	
	 	 	 	 	 	 	 	

	 Fax:
	 	 	 	 	 	 	 	 	 	 Fax: