Amendment No.1 to Investor Rights Agreement


 Exhibit 10.2 
  
 AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT 
  
 THIS AMENDMENT NO. 1 (“Amendment”) to the Investor Rights Agreement dated as of June 27, 2003 (the “Investor
Rights 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 the holders of at least a majority in interest of the Restricted Stock under the Investor Rights 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 Investor Rights Agreement on June 27, 2003, which Investor Rights 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 Investor Rights Agreement pursuant to Section 15(d) 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 Investor Rights Agreement as follows: 
  
 1. The capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Investor Rights Agreement. 
  
 2. The parties agree that 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 Investor Right Agreement, Conversion Shares and
Restricted Stock. 
  
 3. The parties agree that the Purchasers
shall be deemed to be, for all purposes of the Investor Rights Agreement, Investors under the Investor Rights Agreement, and shall be entitled to all of the rights and benefits of the Investor Rights Agreement as an Investor. The parties agree that,
upon the execution of this Amendment, the Purchasers shall become parties to the Investor Rights Agreement as Investors thereunder. 
  

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 4. Each of the Purchasers who was previously a party to the Investor Rights Agreement hereby waives
Section 12 of the Investor Rights Agreement (Right of First Refusal) in connection with the sale of the Shares pursuant to the Purchase Agreement. 
  
 5. The parties agree that Section 4(a) of the Investor Right Agreement is hereby amended to add the following sentence at the end of such section:

  
 “The Company agrees that the Common Stock issuable upon
conversion of the Series D Preferred Stock issued pursuant to the Series D Convertible Preferred Stock Purchase Agreement dated April 30, 2004 shall be registered under the Securities Act pursuant to the Registration Statement on Form S-2 filed by
the Company with the Commission on November 14, 2003 and the Company further agrees to use its best efforts to have such Registration Statement declared effective no later than June 30, 2004 and to conduct such registration in accordance with
Section 7 hereof.” 
  
 6. The parties agree that clause (vi)
of Section 12(f) of the Investor Rights Agreement is amended to provide in its entirety as follows: 
  
 “(vi) any securities issued in connection with a line of credit or similar bank facility financing with a traditional commercial
lender (provided such securities are not issued to any holders of Series D Preferred Stock and provided further that if such securities are issued to any holders of Series D Preferred Stock, this provision may not be waived pursuant to Section 12(e)
hereof), or a joint venture, licensing, development, technology, equipment leasing, marketing or similar customer or strategic relationship provided that each such agreement or relationship is approved by a majority of the Board of Directors and
such majority includes at least one of the directors nominated or designated by the holders of Series D Preferred Stock, and” 
  
 7. The parties agree that Section 13(a) of the Investor Rights Agreement is hereby amended to add the following clause (xviii): 
  
 “(xviii) The Company will permit a representative
selected and agreed upon by the Investors set forth on Exhibit A hereto to attend all meetings of the Board of Directors of the Company, and shall provide such representative with such notice and other information with respect to such
meetings as are delivered to the directors of the Company. The Company shall reimburse such representative for (i) telephone charges incurred in connection with attending such meetings telephonically and (ii) reasonable travel and lodging expenses
up to a maximum of $2,500 per meeting incurred by such representative in attending in person up to two meetings of the Board of Directors of the Company each calendar year, with such reimbursement to be in accordance with the Company’s normal
reimbursement policies and procedures. The Company and the Investors agree that this clause (xviii) may not be waived.” 
  
 8. The parties agree that the second sentence of Section 15(f) of the Investor Rights Agreement is amended to provide in its entirety as follows:

  

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 “Moreover, each of the Investors hereby further agrees for a period of two (2) years from the date
of the Closing that it shall (i) limit its sales each month of any shares of Common Stock issued upon conversion of Series D Preferred Stock to no more than ten percent (10%) of the previous month’s trading volume on the principal securities
exchange, automated quotation service or consolidated reporting system upon which the Company’s Common Stock is then listed and (ii) not to short sell any shares of Common Stock issued upon conversion of Series D Preferred Stock.”

  
 9. Each party represents and warrants that (i) the execution
and delivery of this Amendment has been duly and validly authorized and approved by its Board 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. 
  
 10. Any reference to the Investor Rights 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 Investor Rights Agreement as amended by this Amendment. 
  
 11. Upon execution hereof, each reference in the Investor Rights Agreement to “this Agreement,” “hereby,” “hereunder,”
“herein,” “hereof” or words of like import referring to the Investor Rights Agreement shall mean and refer to the Investor Rights Agreement, as amended by this Amendment. 
  
 12. Except as expressly amended herein, the Investor Rights Agreement remains
in full force and effect. The Investor Rights 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.

  
 13. 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. 
  
 14. 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. 
  

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 15. 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. 
  
 ********** 
  

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

													
	 THE COMPANY:
	 	 	 	 PURCHASER:

			
	 VOXWARE, INC.
	 	 	 	 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
	 Address:
	 	 	 	 	 	 	 	 	 	 Title:
	 	General Partner
	 	 	
	 	 	 	 	 	 	 	 
	 Address:
	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 
	 Telephone:
	 	 	 	 	 	 	 	 Address:
	 	 	 	 
	 	 	
	 	 	 	 	 	

	 Fax:
	 	 	 	 	 	 	 	 Address:
	 	 	 	 
	 	 	
	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 Telephone:
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	

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	 PURCHASER:
	 	 	 	 PURCHASER:

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

	 	 	 Title:
	 	President	 	 	 	 Telephone:
	 	

	 	 	 	 	 	 	 	 	 Fax:
	 	

	 Address:
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 	 	 
	 Address:
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 	 	 
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	 PURCHASER:
	 	 	 	 PURCHASER:

			
	 PRODUCTIVE NOMINEES LIMITED                                 
               
	 	 	 	 PICTET PRIVATE EQUITY INVESTORS S.A.

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

	 	 	
	 	 	 	 	 	

	 	 	Name:	 	/s/ Authorised Signature	 	 	 	 	 	Name:	 	Jürg Egli	 	Elaine Brookes
	 	 	Title:	 	 	 	 	 	 	 	Title:	 	Director	 	Director
	 Address:
	 	 	 	 	 	 Address:
	 	 	 	 
	 	 	 	
	 	 	 	 	 	 	

	 Address:
	 	 	 	 	 	 Address:
	 	 	 	 
	 	 	 	
	 	 	 	 	 	 	

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	 Fax:
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	 PURCHASER:
	 	 	 	 PURCHASER:

			
	 INTERCONTINENTAL SERVICES LTD
	 	 	 	 UBS FINANCIAL SERVICES INC. NOT IN ITS

	 	 	 	 	 	 	 	 	CORPORATE CAPACITY BUT SOLELY AS
	 By:
	 	 /s/    Colin Vibert        

	 	 	 	 CUSTODIAN OF THE INDIVIDUAL RETIREMENT
 ACCOUNT OF JONATHAN M. N. BINDER

	 	 	Name:	 	Colin Vibert	 	 	 	 	 	 	 	 
	 	 	Title:	 	Director	 	 	 	 	 	 	 	 
	Address:	 	 	 	 	 	By:	 	 /s/    Anthony Conti        


	 	 	 	
	 	 	 	 	 	 	 
	 Address:
	 	 	 	 	 	 	 	 Name:
	 	Anthony Conti
	 	 	 	
	 	 	 	 	 	 	 	 
	 Telephone:
	 	 	 	 	 	 	 	 Title:
	 	Operations Manager
	 	 	 	
	 	 	 	 	 	 	 	 
	 Fax:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 Address:
	 	 
	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Address:
	 	 
	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Telephone:
	 	 
	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Fax:
	 	 
	 	 	 	 	 	 	 	 	 	 	

			
	 PURCHASER:
	 	 	 	 PURCHASER:

			
	 	 	 	 	JOSHUA M. RAFNER & ANGELA D. RAFNER 2000 TRUST
					
	 	 	 /s/    Emilie Van Cutsem

	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	 	

	 	 	Emilie Elise Christine Van Cutsem	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 	 	 	 	 	

	 Address:
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	 	 	 	 	 	Telephone:	 	 
	 	 	 	
	 	 	 	 	 	 	

	 Fax:
	 	 	 	 	 	Fax:	 	 
	 	 	 	
	 	 	 	 	 	 	

			
	 PURCHASER:
	 	 	 	 PURCHASER:

			
	 	 	 	 	WILLBRO NOMINEES LIMITED
					
	 	 	 /s/    Duncan John Lloyd Fitzwilliams

	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	 	

	 	 	Duncan John Lloyd Fitzwilliams	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	Title:	 	Secretary/Director
	 	 	 	 	 	 	 	 	 	 	 	

	 Address:
	 	 	 	 	 	 Address:
	 	 
	 	 	 	
	 	 	 	 	 	 	

	 Address:
	 	 	 	 	 	Address:	 	 
	 	 	 	
	 	 	 	 	 	 	

	 Telephone:
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	 Fax:
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	 PURCHASER:
	 	 	 	 PURCHASER:
  
 SCORPION NOMINEES (BVI) LIMITED



											
					
	 /s/    David B. Levi
	 	 	 	 	 	 By:
	 	 /s/    William Spencer

	
	 	 	 	 	 	

	David B. Levi	 	 	 	 	 	 	 	 Name: William Spencer
 Title: Scorpion
Nominees (BVI) Limited Director

	 	 	 	 	 	 	 	 	 	 


													
							
	 Address:
	 	 	 	 	 	 	 	 	 	 Address:
	 	 
	 	 	
	 	 	 	 	 	 	 	

	 Address:
	 	 	 	 	 	 	 	 	 	 Address:
	 	 
	 	 	
	 	 	 	 	 	 	 	

	 Telephone:
	 	 	 	 	 	 	 	 	 	 Telephone:
	 	 
	 	 	
	 	 	 	 	 	 	 	

	 Fax:
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 EXHIBIT A 
  
 Purchasers Entitled to Select Board Observer Pursuant to Section 7 
  
 Hugh Bernard Edward Van Cutsem 
  
 Mark Foster-Brown 
  

Pictet & Cie 
  
 UBS Financial Services Inc. not in 
 its corporate capacity but solely as 
 Custodian of the Individual 
 Retirement Account of Jonathan M. N. Binder 
  
 Scorpion Nominees (BVI) Limited 
  
 Emilie Elise Christine Van Cutsem 
  
 Joshua M. Rafner & Angela D. Rafner 2000 Trust 
  
 Intercontinental Services Ltd 
  
 Duncan John Lloyd Fitzwilliams 
  
 Willbro Nominees Limited 
  

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