Exhibit 10.4


    
      
        

      

    

    EXHIBIT
      10.4

     

     

     

     

    LICENSE,
      DEVELOPMENT AND RESELLER AGREEMENT

    BETWEEN
      LXE, INC. AND VOXWARE, INC.

     

     

    
      	
               

            	
               

            


    

     

     

    


    LXE
      Agreement Number: ___________

    Voxware
      Agreement Number: ___________

     

    


     

    


     


    
      
        
        

      

      
        *****   
          Portion for which confidential treatment requested.

        
          

        

      

      
        
        

      

    



    Table
      of Contents

     

    
      
        	1. 	Definitions	
                 
1

              
	2. 	Appointment of Voxware as a Reseller
                by
                LXE.	
                  4

              
	3. 	Appointment of LXE as a Reseller by
                Voxware	
                  4

              
	4.	Exclusivity
                and Related Restrictions	
                  5

              
	5. 	Responsibilities of the Parties	
                  6

              
	6. 	Pricing and Payment	
                  7

              
	7. 	Transition Issues for the 410 Hardware
                Products	
                 
9

              
	8. 	Development of the Next Generation
                Products	
                  9

              
	9. 	Forecasts, Ordering, Shipment and
                Returns	
                 11

              
	10. 	Licensed Software	
                 12

              
	11. 	Maintenance, Warranties and Repairs	
                 12

              
	12. 	Disclaimer of Warranties; Limitation
                of
                Liability.	
                 14

              
	13. 	Confidentiality and Non-Disclosure;
                Press
                Releases	
                 15

              
	14. 	Indemnification.	
                 16

              
	15. 	Term and Termination.	
                 16

              
	16. 	Effect of Termination or
                Expiration.	
                 17

              
	17. 	Regulatory
                Approvals/Reporting/Export.	
                 18

              
	18. 	Records; Audit Rights.	
                 18

              
	19. 	Trademarks, Trade Names and Related
                Matters	
                 19

              
	20. 	General Provisions.	
                 20

              
	
                 

                Appendices

              	 	
                 

              
	Appendix
                A:	LXE Pricing
                to Voxware 	
                 24

              
	Appendix B:	Voxware Pricing to LXE	
                 26

              
	Appendix C-1:	LXE®
                Trademark Guidelines	
                 28

              
	Appendix C-2:	Voxware’s Trademark Guidelines	
                 28

              
	Appendix D:	Voxware Customers	
                 30

              
	Appendix E: 	410 Technology	
                 31

              
	Appendix F:	Next Generation Product
                Specifications	
                 32

              


      

    

    
       

       

       

    


    
      
        
        

      

      
        *****   
          Portion for which confidential treatment
          requested.

        
          

        

      

      
        
        

      

    

     

     

    LICENSE,
      DEVELOPMENT AND RESELLER AGREEMENT

     

    This
      License, Development and Reseller Agreement (“Agreement”), is entered into as of
      September 26, 2005 (the “Signature Date”), by and between LXE Inc., a Georgia
      corporation (“LXE”), and Voxware, Inc., a Delaware corporation
      (“Voxware”).

     

    W I T N E S S E T H: 

     

    WHEREAS,
      Voxware and LXE each develop, manufacture, and sell certain wireless data
      communication products and provide related support services in connection with
      such products; and

     

    WHEREAS,
      LXE will take over manufacturing of Voxware’s 410 Hardware Products for Voxware,
      LXE and LXE’s Customers;

     

    WHEREAS,
      LXE wishes to have Voxware assist and Voxware agrees to assist LXE in its
      development of the Next Generation Product; 

     

    WHEREAS,
      each party, in the role of Reseller, desires to purchase the products and
      services of the other party, in the role of Supplier, as hereinafter described
      under those terms and conditions as set forth; and 

     

    NOW,
      THEREFORE, in consideration of the promises herein contained, the parties hereto
      agree as follows:

     

    
      1.        
        Definitions

    

     

    
          a.    “410
        Hardware Product” means Voxware’s VoiceLogistics Model 410 hardware product as
        licensed by Voxware to LXE hereunder, and all peripherals thereto, excluding
        Headsets and related Headset peripherals. Tentatively, LXE has named its
        version
        of the 410 Hardware Product the “HX1.”

    

     

        b.    “410
      Branded Product” means the 410 Hardware Product with Voxware
      Branding.

     

        c.     “410
      Technology” means the functional specifications, user and technical
      documentation, design documents and other information related to the design
      and
      operation of the 410 Hardware Products that is set forth on Appendix E
      hereto.

     

        d.    “2004
      VAR
      Agreement” means the Value-Added Reseller Agreement executed by the parties in
      *****, and which bears LXE’s Agreement Number *****.

     

        e.    “Branded
      Products” means the 410 Branded Product and the Next Generation Branded
      Product.

     

        f.    “Branding”
      means the use of Trademarks and other markings to indicate the source of
      particular Products or features of Products. Branding includes Primary Branding
      and Secondary Branding.

     

        g.    “Browser”
      means the then-current version of Voxware’s Licensed Software Product initially
      developed for the deployment with the 410 Hardware Products.

     

        h.    “Customer”
      means an end user of the Product that may not resell the Product to
      others.

     

        i.    “Development
      Schedule” means the schedule and milestones for the development of the Next
      Generation Products as more particularly described in Section
      8(a)(i).

     

        j.    “End
      User
      License Agreement” or “EULA” means a license agreement for Licensed Software
      between the licensor and the Customer or other users of the Licensed
      Software.

     

     

    
      
        
        

      

      
        
          1

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

        k.    “Effective
      Date” means October 1, 2005. 

     

        l.    “Equipment”
      means a hardware Product that may also include software and related
      documentation sold by Supplier to Reseller in accordance with the terms and
      conditions of this Agreement.

     

        m.    “Headset”
      means a hardware Product that includes a speaker and/or a microphone for
      individual use, including without limitation headsets, audio cables, headphones
      and ear buds.

     

        n.    “Intellectual
      Property Rights” shall mean all forms of legal rights and protections in any
      country of the world, including all right, title and interest arising under
      common and statutory law to all: (i) letters patents, provisional patents,
      design patents, PCT filings and other rights to inventions or designs; (ii)
      trade secret and equivalent rights in confidential or proprietary information
      and know-how; (iii) copyrights, mask works, moral rights or other literary
      property or authors rights; (iv) all Trademarks; (v) any similar, corresponding
      or equivalent rights relating to intangible intellectual property; and (vi)
      all
      applications, registrations, issuances, divisions, continuations, renewals,
      reissuances and extensions of the foregoing.

     

        o.    “Level
      1
      Maintenance Services” shall mean maintenance and support provided by Reseller or
      a VAR to a Customer. Customer shall direct all requests for such service to
      the
      Reseller or VAR as appropriate, which shall perform a preliminary diagnosis
      of
      the problem and assist Customer in implementing the proposed solution to the
      extent needed. 

     

        p.    “Level
      2
      Maintenance Services” shall mean Supplier’s performance of software and hardware
      repairs with respect to the Supplier Products, including Supplier’s return of
      repaired Equipment and other hardware to the VAR.

     

        q.    “Licensed
      Software” means the object code form of computer programs proprietary to
      Supplier or its suppliers and licensed to Reseller, VAR or Customer in
      accordance with this Agreement and where applicable, other product-specific
      licenses. Licensed Software includes (i) computer programs embedded in firmware,
      (ii) computer programs embedded in diskettes or another medium to use on
      particular Equipment and solely for the control and monitoring of that
      particular Equipment, (iii) computer programs embedded in diskettes or another
      medium for use separate from or in conjunction with Equipment, and/or (iv)
      users
      and operations manuals related to the Licensed Software. 

     

        r.    “LXE
      Product”
      means a product owned or distributed by LXE other than the Next Generation
      Branded Product.

     

        s.    “Next
      Generation Branded Product” means the Next Generation Product with Voxware
      Branding.

     

        t.    “Next
      Generation Product” or “NextGen Product” means LXE’s hardware Product designed
      by LXE in collaboration with Voxware as a replacement for the 410 Hardware
      Product, and all peripherals thereto, excluding Headsets.

     

        u.    “Non-Disclosure
      Agreement” or “NDA” means the Proprietary Information Exchange Agreement between
      the parties dated *****.

     

        v.    “Product(s)”
      means technology, products, peripherals and other items owned or sold by a
      party
      currently or in the future under this Agreement, including without limitation
      Licensed Software, Equipment, Headsets, Branded Products, and Voxware Products.
      

     

        w.     “Primary
      Branding” means the use of a party’s Trademarks to indicate to VARs and
      Customers that the source of a Product is a particular party.

     

     

    
      
        
        

      

      
        
          2

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

        x.    “Purchase
      Order” means a written request to purchase issued by Reseller that sets forth
      the Product(s) being ordered, the price thereof, the quantity requested, the
      delivery schedule, and the destination and such other information as Supplier
      may request from time to time.

     

        y.    “Reseller”
      means a party under this Agreement (i.e., Voxware or LXE) that receives Products
      from the other party for resale directly or indirectly to Customers.


     

        z.    “Secondary
      Branding” means the use of a party’s Trademarks to indicate to VARs and
      Customers that a Product contains features or technology sourced from a
      particular party, which may be the same or different from the Primary Branding
      for that Product.

     

        aa.   “Services”
      means
      services performed by Supplier for Reseller, including but not limited to
      technical and sales training, technical consulting, product development,
      installation, site configuration and testing, preventive maintenance
      inspections, depot repair and facility analysis, as well as warranty period
      and
      post-warranty period maintenance services. 

     

        bb.   “Specifications”
      means the Next Generation Product specifications as agreed to by the parties
      in
      accordance with the Development Schedule. The Specifications will be attached
      to
      and made part of this Agreement as Appendix F (“Next Generation Product
      Specification”).

     

        cc.   “Supplier”
      means
      the party under this Agreement (i.e., Voxware or LXE) that supplies Products
      to
      the other party for resale.

     

        dd.   “Territory”
      means
      *****, provided, that the term “Territory” excludes any such country or
      territory where: (i) the sale or delivery of the Product in question into such
      country or territory must be approved pursuant to the United States Export
      Administration Act, as amended, 50 U.S.C. App. Clause 2401 et seq.,
      and the
      regulations promulgated pursuant thereto, and no such approval has been obtained
      by Supplier or by any other person acting on behalf of Supplier; or (ii) the
      sale of delivery of the Product in question into such country or territory
      is
      otherwise prohibited by United States law. 

     

        ee.   “Trademarks”
      means
      rights regarding trade names, logos, trade dress, product shapes, colors, domain
      names, uniform resource locators (“URLs”), trademarks, service marks and other
      proprietary indicia or addresses and all goodwill associated therewith, and
      all
      applications, registrations, and renewals of the foregoing.

     

        ff.   “VAR”
      means a third
      party to whom Reseller grants the right to sell and distribute Supplier’s
      Products. For the purpose of this Agreement, the term “Reseller” is used to
      reference a party to this Agreement, while “VAR” refers to a third party
      reseller.

     

        gg.  
“Voxware
      Customers”
      means those Customers and VARs of Voxware for whom Voxware provides a hardware,
      software and/or related services, and which are listed on Appendix D, as it
      may
      be amended to reflect new Customers and VARs of Voxware. For purposes of
      clarity, in the event Voxware provides a hardware, software and/or related
      service to a Voxware Prospective Customer, such Voxware Prospective Customer
      will become a Voxware Customer. 

     

        hh.   “Voxware
      Prospective Customers” means those Prospective Customers and Prospective VARs
      listed on Appendix D. 

     

        ii.    “Voxware
      Product” means a Product for which Voxware is the Supplier or Reseller, as the
      context dictates.

     

        jj.    “Work
      Product” means all original works of authorship first developed or prepared in
      the development of the Next Generation Products under this Agreement and
      physical embodiments thereof, including tooling, mechanical, software and
      firmware (including but not limited to engineering test software developed
      by
      LXE for testing purposes), and drawings, and all related work associated with
      the development and design of Next 

     

     

    
      
        
        

      

      
        
          3

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

    Generation
      Products and the Specifications, including all copyright, patent, trade secret
      and other Intellectual Property Rights therein.

     

    2.        
      Appointment of Voxware as a Reseller of the Next Generation Branded
      Product 

     

        a.    LXE
      appoints
      Voxware and Voxware accepts appointment as an exclusive value added reseller
      of
      the Next Generation Branded Products only in the Territory to Customers, all
      strictly in accordance with the terms of this Agreement and the attached
      Appendices hereto, as the same may be amended in writing from time to time.
      

     

        b.    LXE
      Products.
      This
      appointment shall not apply to any LXE Products. LXE may appoint at any time
      and
      from time to time other distributors or resellers to distribute the LXE
      Products. LXE reserves the right to market and solicit sales of the LXE Products
      directly and through other resellers or distributors, and through any other
      channel of distribution that LXE in its sole judgment deems desirable, and
      Voxware will not be entitled to any commission, discount or any other
      compensation with respect to or on account of any such sales. Distribution
      of
      LXE Products shall be governed by the ***** VAR Agreement.

     

        c.    Restrictions. Voxware
      shall distribute the Next Generation Branded Products only in accordance with
      the terms of this Agreement. Unless specifically authorized under the terms
      of
      this Agreement, Voxware shall not, nor shall it permit others to, reproduce
      or
      otherwise make copies of any portion of the Next Generation Branded Products,
      distribute copies or tamper, modify, reverse engineer, disassemble, decompile,
      or otherwise determine or attempt to determine or have or attempt to obtain
      access to the source code or internal design of the Next Generation Branded
      Products. Nothing in this Agreement shall be construed to grant Voxware any
      rights of any kind with respect to any portion of the Next Generation Products
      or LXE Products except as expressly and unambiguously set forth in the
      Agreement. All rights, title and interest in and to, and ownership of, the
      LXE
      Products and Next Generation Products shall remain at all times solely and
      exclusively with LXE. LXE shall not be liable for any modification made by
      Voxware or third parties to the Next Generation Branded Product.

     

    3.        
      Appointment of LXE as a Reseller of Voxware
      Products

     

        a.    Voxware
      appoints LXE and LXE accepts appointment as a Reseller of the Voxware Products
      stated in Appendix B only in the Territory to Customers and VARs, all strictly
      in accordance with the terms of this Agreement and the attached Appendices
      hereto, as the same may be amended in writing from time to time.

     

        b.    Non-exclusive.
      Except
      as expressly stated in this Agreement, this appointment is not exclusive to
      LXE.
      Voxware may appoint at any time and from time to time other distributors or
      resellers to perform the same distribution services as LXE. Voxware reserves
      the
      right to market and solicit sales directly and through other resellers or
      distributors, and through any other channel of distribution that Voxware in
      its
      sole judgment deems desirable, and LXE will not be entitled to any commission,
      discount or any other compensation with respect to or on account of any such
      sale. 

     

        c.    Restrictions. LXE
      shall
      distribute the Voxware Products only in accordance with the terms of this
      Agreement. Unless specifically authorized under the terms of this Agreement,
      LXE
      shall not, nor shall it permit others to, reproduce or otherwise make copies
      of
      any portion of the Voxware Products, distribute copies or tamper, modify,
      reverse engineer, disassemble, decompile, or otherwise determine or attempt
      to
      determine or have or attempt to obtain access to the source code or internal
      design of the Voxware Products. Nothing in this Agreement shall be construed
      to
      grant LXE any rights of any kind with respect to any portion of the Voxware
      Products except as expressly and unambiguously set forth in the Agreement.
      All
      rights, title and interest in and to, and ownership of, the Voxware Products
      shall remain at all times solely and exclusively with Voxware. Voxware shall
      not
      be liable for any modification made by LXE or third parties to any of the
      Voxware Products.

     

        d.    Trademark
      and Copyright License. During
      the Term, Voxware hereby grants to LXE a nonexclusive, nontransferable license
      to use, copy, and reproduce the Voxware trademarks, trade names, and copyrighted
      material in the Licensed Software and 410 Hardware Product documentation as
      updated by Voxware and provided to LXE from time to time, solely in connection
      with the sale of the Browser hereunder, provided, that 

     

     

    
      
        
        

      

      
        
          4

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

    LXE
      shall
      not make any substantive changes to such Voxware copyrighted material without
      the prior written consent of Voxware. 

     

    4.        
      Exclusivity and Related Restrictions

     

        a.    Exclusives
      and Restrictions on 410 Hardware Product and the Next Generation
      Product.
      With
      respect to the 410 Hardware Product and the Next Generation Product,
      and
      subject to the express provisions of this Agreement:

     

        (i)    Voxware
      *****
      or have made the 410 Hardware Product.

     

        (ii)    Voxware
      *****
      410 Hardware Products or obtain 410 Hardware Products from ***** than LXE.
      Voxware will purchase ***** the 410 Hardware Products from LXE.

     

        (iii)    Voxware
      may
      not sell or resell hardware Products ***** the 410 Hardware Products or Next
      Generation Products. Voxware further agrees ***** manufactured by *****


     

        (iv)    However,
      Voxware shall have the right to notify LXE in writing that the exclusivity
      and
      related requirements under this Section 4.a
      shall
      terminate within ***** in the event that (1) LXE fails to provide Voxware with
      continuous, timely deliveries of the 410 Hardware Products or Next Generation
      Products, all of which are of commercially acceptable quality, provided,
      however, that LXE shall have ***** to cure only the first such failure after
      Voxware provides LXE with written notice of such failure; or (2) LXE fails
      to
      sell to Customers and VARs (excluding Voxware) the number of units stated below
      of the 410 Hardware Products each calendar quarter beginning *****, and such
      failure continues for ***** (not accounting for credits or monies paid by
      Voxware to LXE under this Agreement); or (3) LXE fails to license to third
      parties the number of units stated below of the Browser (for purposes of this
      paragraph, Browser unit sales by LXE shall include unit sales of the Browser
      on
      both Next Generation Products or LXE Products sold to third parties) each
      calendar quarter beginning *****, and such failure continues for ***** (not
      accounting for credits or monies paid by Voxware to LXE under this Agreement),
      as follows:

     

    
      	 	 	 
	
              Calendar
                Quarter

            	
              410
                Hardware Products: 

              Units
                Sold and Shipped by 

              LXE
                to Third Parties

            	
              Browsers:
                Units Sold and 

              Shipped
                by LXE to Third 

              Parties

            
	
              *****

            	
              *****

            	
              *****

            
	
              *****

            	
              *****

            	
              *****

            
	
              *****

            	
              *****

            	
              *****

            
	
              *****

            	
              *****

            	
              *****

            


    

     

        b.    Voxware’s
      Non-410 Hardware Products.
      Voxware’s appointment of LXE as a Reseller of the Voxware Products referenced in
      Appendix B other than the 410 Hardware Products (collectively, the “Non-410
      Hardware Products”) is non-exclusive as to Voxware. Voxware may appoint at any
      time and from time to time other distributors or resellers to perform as a
      Reseller, VAR or otherwise with regard to the Non-410 Hardware Products,
      including without limitation Voxware’s Browser. Voxware reserves the right to
      market and solicit sales directly and through other resellers or distributors,
      and through any other channel of distribution that Voxware in its sole judgment
      deems desirable for such Non-410 Hardware Products, and LXE will not be entitled
      to any commission, discount or any other compensation with respect to or on
      account of any such sale. 

     

        c.    Voxware’s
      Licensed Software.
      During
      the Term, LXE will not directly sell, distribute, license or otherwise provide
      any software, computer programs or firmware that competes with Voxware’s
      Licensed Software, including without limitation the Browser. Specifically
      included in this restriction is that LXE may not sell, distribute, license
      or
      provide any technologies produced by ***** that compete with Voxware’s Licensed
      Software.

     

        d.    Voxware’s
      Headsets.
      During
      the Term, Voxware will be the sole supplier of LXE’s Headsets required for sales
      of LXE Products and 410 Hardware Product that are bundled with the Browser.
      For
      purposes of 

     

     

    
      
        
        

      

      
        
          5

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

    clarity,
      LXE will not directly or indirectly sell or supply any third party Headsets
      (including its own) with any LXE Product and 410 Hardware Product bundled or
      sold with the Browser. 

     

        e.    Voxware
      Prospective Customers; Customers.
      Unless
      otherwise agreed to by the parties, ***** from the Effective Date of this
      Agreement, LXE agrees that it shall not sell nor provide to any Voxware
      Customer: (1) any 410 Hardware Products, Next Generation Products or Browsers;
      or (2) any Products that ***** with or provide substantially the same
      functionality as the 410 Hardware Products, Next Generation Products or
      Browsers. The list of Voxware Prospective Customers and Voxware Customers is
      attached as Appendix D, provided, that in the event Voxware provides a hardware,
      software and/or related service to a Voxware Prospective Customer, then such
      Voxware Prospective Customer shall become a Voxware Customer and Appendix D
      shall be amended. The above restrictions on LXE with respect to Voxware
      Customers shall be applicable to Voxware Prospective Customers, provided, that
      in the event that Voxware does not convert a Voxware Prospective Customer to
      a
      Voxware Customer within ***** of the Effective Date, the Voxware Prospective
      Customer shall be removed from Appendix D and no further LXE sale restrictions
      shall apply to such Voxware Prospective Customer. The parties acknowledge that
      many of the Voxware Customers and Voxware Prospective Customers referenced
      in
      Appendix D are also LXE customers. In the spirit of this Agreement, the parties
      agree that it may be appropriate for LXE and Voxware to collaborate on a sales
      strategy to improve the parties’ mutual competitive position on many of these
      customer accounts. The parties agree to review in good faith, at a later date,
      each common customer and prospect to determine if a joint strategy would be
      more
      appropriate. If both parties agree in writing that a cooperative strategy is
      required, then the LXE sale restrictions described above shall not apply to
      the
      applicable customer.

     

        f.    Restriction
      on
      Sales *****.
      During
      the Term, LXE will not directly or indirectly sell, license or otherwise provide
      any 410 Hardware Products, Next Generation Products or Voxware Licensed Software
      (including the Browser) to *****.

     

        g.    Next
      Generation Product.
      Voxware
      obtains no license or right to build the Next Generation Product under this
      Agreement.

     

    5.        
      Responsibilities of the Parties

     

        a.    Customers.
      Each
      party as Reseller agrees that it shall purchase the Supplier’s Products under
      this Agreement only for its own business use or for resale, in the regular
      course of its business, to VARs and Customers.

     

        b.    Promotion.
      Reseller shall, at its own expense use commercially reasonable efforts to
      promote the Supplier Products and/or services in respect thereof. Such promotion
      shall not in any way prejudice Supplier’s reputation or the Supplier Products,
      and shall not offer or imply any obligation on the part of Supplier to
      Customers.

     

        c.    Promotion
      of Supplier Products.
      

     

        (i)    If
      requested
      to do so by Reseller, Supplier will consider, but shall not be obligated, to
      participate in a cooperative marketing program with Reseller, and provide
      reasonable assistance to Reseller in preparing suitable promotions and related
      materials. 

     

        (ii)    Supplier
      may
      make available to Reseller such advice, guidance and information regarding
      the
      marketing and advertising of the Products as Reseller shall reasonably require.
      To assist Reseller in the performance of its duties hereunder, Supplier may
      from
      time to time provide non-confidential specifications, drawings, manuals, or
      such
      other publications as may be appropriate.

     

        d.    Training.
      Supplier
      will make reasonable sales and technical training available to Reseller at
      its
      request. Supplier may charge a fee for this training. Reseller acknowledges
      sole
      responsibility for the training of Customers and VARs in connection with the
      use
      of Products. Both Reseller and Supplier will offer each other up to ***** and
      technical training each year. The training will be conducted at the place of
      business or location designated by the party who is conducting the training.
      

     

     

    
      
        
        

      

      
        
          6

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

        e.    Leads.
      At
      Supplier’s sole discretion, Supplier may supply selected leads to Reseller, on a
      non-exclusive basis, when Supplier identifies a prospect that requires services
      believed by Supplier to be within Reseller’s capabilities. 

     

    6.        
      Pricing and Payment 

     

        a.    LXE
      Pricing to Voxware: 410 Hardware Products.
      LXE’s
      pricing for the 410 Branded Products is separately stated on Appendix A for
      Voxware’s purchase of 410 Branded Products and related peripherals licensed by
      Voxware for production by LXE. Such pricing of 410 Branded Products and related
      peripherals shall be *****. Any increase or decline in the BOM and/or Direct
      Labor and Labor Overhead Costs shall be *****, provided, however, that *****
      may
      not ***** more than *****. ***** Direct Labor and Labor Overhead Costs is *****,
      then the current BOM and Direct Labor and Labor Overhead Costs used to calculate
      *****. 

     

        b.    LXE
      Pricing to Voxware: Next Generation Branded Products.
      LXE’s
      pricing for the Next Generation Branded Products and related peripherals from
      LXE to Voxware will be in accordance with the formulas and approaches used
      for
      the 410 Branded Products (including without limitation Voxware’s right to audit
      LXE’s BOM), with the following modifications/additions:

     

        (i)    The
      ***** for
      the ***** after the first shipment of quantity (i.e., non-prototype) production
      of the Next Generation Branded Product shall be *****.

     

        (ii)    The
      ***** for
      the Next Generation Branded Product shall be ***** (after the first shipment)
      of
      production. 

     

        (iii)    In
      no case
      shall the Next Generation Products be ***** 410 Branded Products. Should LXE
      be
      unable or fails to ship the Next Generation Branded Product in production
      quantities in excess of ***** of the Effective Date of this Agreement, at prices
      ***** the 410 Branded Products, Voxware may either require LXE to continue
      production of the 410 Branded Products, or Voxware’s license to LXE for the 410
      Hardware Products will revert from exclusive to non-exclusive to enable Voxware
      to make, have made and produce the 410 Hardware Products.

     

        (iv)    The
      *****
      referenced in (i) and (ii) are subject to Voxware’s ***** of the Next Generation
      Branded Product in ***** during the Term beginning the *****, provided, that
      LXE
      is able to supply adequate production quantities to meet such
      requirements.

     

        c.    LXE
      Pricing to Voxware: No Less Favorable.
      LXE’s
      pricing to Voxware for each of the 410 Branded Products and the Next Generation
      Branded Products shall be ***** than LXE’s pricing of the 410 Hardware Product
      or Next Generation Product, respectively, to any other VAR, customer or other
      entity contracting with LXE. If LXE agrees to provide or at any time provides
      the 410 Hardware Products or Next Generation Products (including any new
      developments to such Products) directly or indirectly, pursuant to any
      agreement, understanding or arrangement to any such person or entity, for any
      period, under any pricing that is ***** to such person or entity than that
      set
      forth herein, LXE shall immediately give written or email notice thereof to
      Voxware, which notice shall include the *****. At Voxware’s election, this
      Agreement shall be deemed to have been modified so that Voxware shall receive
      and be entitled to the benefits of such more favorable pricing as long as such
      pricing is more favorable to Voxware.

     

        d.    Voxware
      Pricing to LXE.
      LXE
      agrees to purchase and Voxware agrees to sell Voxware’s Products, including the
      Licensed Software, at Voxware’s then current catalog or “list” price in U.S.
      Dollars, less an applicable discount to ***** set forth on Appendix B. Firm
      proposal pricing, when requested by LXE, shall be provided by Voxware to LXE
      solely through a written quotation specifying unit price, applicable discount,
      and Voxware Product model number. In addition to paying the license fee for
      each
      item of Licensed Software, LXE’s Customers (including all LXE Customers who
      license the Licensed Software through LXE’s VARs and other intermediaries) *****
      agree to and pay for one year of maintenance at the rate and in the amounts
      stated in Appendix B and LXE will use reasonable commercial efforts to obtain
      renewal of such maintenance from 

     

     

    
      
        
        

      

      
        
          7

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

       

    

     

    Customers.
      Notwithstanding the foregoing, Voxware’s pricing to LXE solely with respect to
      the Headsets shall be determined in accordance with the following formula:
      Total
      ***** whereby the ***** shall not *****. 

     

        e.    Voxware
      Pricing to LXE: *****.
      Voxware’s pricing to LXE for Licensed Software ***** than Voxware’s pricing for
      Licensed Software to any VAR or competitor to LXE *****. In addition, Voxware
      agrees to provide LXE Licensed Software pricing *****.

     

        f.    Voxware
      Pricing to LXE: Royalty for 410 Hardware Products Sold to Third
      Parties.
      LXE
      shall pay Voxware a royalty for all 410 Hardware Products sold by LXE to third
      parties. The royalty shall be *****.

     

        g.    Voxware
      Pricing to LXE: Royalty for Next Generation Products Sold to Third
      Parties.
      LXE
      shall pay Voxware a royalty for all Next Generation Products sold by LXE to
      third parties. The royalty shall be ***** of the Next Generation Product by
      LXE,
      and ***** thereafter. 

     

        h.    Voxware
      Pricing to LXE: Equipment Sold to Third Parties Without a
      Browser.
      The
      parties intend that for each unit of the 410 Hardware Products and Next
      Generation Products sold or otherwise provided by LXE to its VARs, Customers
      and
      other third parties, LXE shall also provide Voxware’s Browser and other Licensed
      Software for use with such 410 Hardware Product or Next Generation Product.
      However, during the first three (3) years after the Effective Date, for each
      unit of the 410 Hardware Products and Next Generation Products that are not
      provided with a licensed copy of Voxware’s Browser or the Licensed Software, LXE
      shall pay Voxware the *****. Notwithstanding the foregoing, in the event sales
      of the 410 Hardware Products or Next Generation Products are made to Customers
      who have purchased the Browser or any components of the Browser directly from
      Voxware, the above Unbundled Payment shall not be owed to Voxware. In
      addition, for each sale of the Browser bundled with LXE Products, LXE shall
      receive a ***** to be applied ***** of any future Unbundled Payments due, if
      any, provided that this credit shall not offset or be applicable to any other
      amounts due, including, without limitation, any previous Unbundled Payments
      made
      or due. 

     

        i.    Reporting
      of 410 Hardware Product, Next Generation Product and Licensed Software
      Sales.
      LXE
      shall provide bi-weekly reports on the number of units of 410 Hardware Product,
      Next Generation Product and Licensed Software sold or distributed in the
      previous two weeks. Upon receipt of such reports, Voxware shall invoice LXE
      for
      the appropriate amounts due under the terms of this Agreement. 

     

        j.    Services.
      Pricing
      for any Services, if any, by either party will be quoted on a case-by-case
      basis
      by such party.

     

        k.   Payment.
      Except
      as otherwise agreed in writing by the parties, Reseller shall make payment
      to
      Supplier for the Products or Services received from Supplier in U.S. Dollars
      ***** from Reseller’s receipt of Supplier’s invoice. Except as provided in
      Section 6.i., for sales of Supplier Products, Supplier will invoice upon
      shipment of each order. For any annual maintenance contracts, the Supplier
      of
      such maintenance services shall invoice annually in advance of the upcoming
      maintenance renewal term. For all other Services, Supplier shall invoice on
      ***** unless otherwise agreed to in writing by the parties or pursuant to the
      applicable Appendix. 

     

        l.    Late
      Payments.
      If
      Reseller fails to pay any invoice when due, Supplier will email and fax a copy
      of the unpaid invoice to Reseller, which shall have ***** business days to
      pay.
      Thereafter, Reseller shall be subject to a late payment charge ***** or the
      ***** until paid. Further, in the event Reseller fails to pay any invoice within
      ***** of its receipt of Supplier’s email and fax of late payment, Supplier may
      demand that Reseller make full or partial payments in advance, accept bills
      of
      exchange, open for Supplier’s benefit documentary letters of credit, obtain for
      Supplier’s benefit bank guarantees or provide other satisfactory security or
      guarantees that invoices will be promptly paid when due. If not, Supplier may
      decline to deliver Products pursuant to this Agreement. 

     

        m.   Taxes.
      The
      amount of any present or future sales, use, value added, excise, duty or other
      similar tax or fee applicable to the Products, and the amount of any levies,
      dues, retentions and withholdings imposed by any government in the Territory
      or
      any agencies thereof, and the amount of any customs duty, withholding or other
      

     

     

    
      
        
        

      

      
        
          8

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

    charge
      related to the import or payment for the Products shall be paid by the Reseller,
      or in lieu thereof the Reseller shall provide Supplier with an exemption
      certificate acceptable to each applicable authority or customs duty authority.
      If any tax, duty or amount described herein is paid by Supplier, Reseller shall
      reimburse Supplier immediately upon Supplier providing evidence of such payment
      to the applicable authority. 

     

        n.    Modifications
      to
      Pricing.
      The
      parties agree that they will not modify the discounts or gross margins each
      party offers the other, except to improve such discounts or gross margins for
      the benefit of the other party. However, for all pricing that is based on a
      list
      price or other schedule (e.g., excluding the ***** pricing for the 410 Branded
      Products and the Next Generation Branded Products), the Supplier shall have
      the
      right to modify the ***** or other schedule no more than once every ***** upon
      written notice to the other party, except where such modification lowers the
      list price or other amounts paid by Reseller, in which case Supplier may lower
      individual prices at any time upon written or email notification by Supplier
      to
      the Reseller. 

     

    7.        
      Transition Issues for the 410 Hardware
      Products

     

        a.    Subject
      to
      the terms and conditions of this Agreement, Voxware hereby grants to LXE an
      exclusive license to use, produce, have produced, assemble, make and have made
      the 410 Hardware Product from, and take such other actions and exercise such
      Intellectual Property rights with respect to, the 410 Technology as reasonably
      necessary to produce the 410 Hardware Products in accordance with this
      Agreement. 

     

        b.    Voxware
      will
      deliver the 410 Technology to LXE within ***** after the Effective
      Date.

     

        c.    Voxware
      will
      retain ownership of the In Circuit Test (“ICT”) equipment located at ***** and
      hereby grants LXE a license to use the ICT in the same manner that Voxware
      has
      used the ICT in the past to manufacture or repair the 410 Hardware Product
      or
      410 Branded Product.

     

        d.    The
      parties
      will prepare and carry out a transition plan for the 410 Hardware Products.
      Voxware and LXE will identify the best process by which Voxware will continue
      to
      have an uninterrupted source of 410 Hardware Products. The process may include
      (A) Voxware continues to manufacture the 410 Hardware Products for Voxware’s
      account at the beginning of the transition, (B) LXE prepares 410 Hardware
      Products using parts supplied by Voxware, (C) Voxware tests LXE-built 410
      Hardware Products for compliance with specifications, and (D) LXE takes over
      all
      responsibility for the 410 Hardware Products.

     

        e.    Voxware
      will
      introduce LXE to Voxware’s suppliers for the 410 Hardware Products, including
      without limitation *****, the source of Voxware’s ***** for the 410 Hardware
      Products. The parties will work with ***** and other suppliers to establish
      appropriate relationships between each such supplier and LXE.

     

        f.    Initially,
      the parties expect that Voxware will retain its manufacturing and testing
      equipment for the 410 Hardware Products in order that Voxware may continue
      to
      service the Voxware Customers. LXE will purchase or develop its own
      manufacturing and test equipment for the 410 Hardware Product. .

     

        g.    Initially,
      LXE will buy from Voxware all supplies it needs to make the 410 Hardware
      Products. Upon completion of the transition outlined in Section 7c, prior to
      buying supplies from third party suppliers, LXE will first contact Voxware
      to
      determine Voxware’s inventory of such supplies and will buy any such supplies
      that it needs first from Voxware to manufacture the 410 Hardware Product at
      Voxware’s ***** shipping, handling and other reasonable costs of sale.
      Notwithstanding the foregoing, in the event Voxware does not have a supply
      needed by LXE to manufacture the 410 Hardware Product or Voxware chooses not
      to
      sell such supply, LXE shall be free to purchase such supply from any third
      party. 

     

     8.       
      Development of the Next Generation Products

     

        a.    LXE
      Obligations.
      During
      the development of the Next Generation Products, LXE agrees, among other things
      specified in this Agreement:

     

     

    
      
        
        

      

      
        
          9

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

        (i)    To
      use
      commercially reasonable efforts to work exclusively with Voxware to develop
      within ***** after the Effective Date the Development Schedule for the
      development of the Next Generation Product. Upon signing by the parties, the
      Development Schedule will be deemed a part of this Agreement.

     

        (ii)    To
      use
      commercially reasonable efforts to comply with the Development Schedule and
      milestones contained therein. 

     

        (iii)    To
      obtain and
      maintain, at its sole expense, all production tooling and test equipment
      required to manufacture the Next Generation Product and comply with its
      obligations under this Agreement.

     

        (iv)    To
      manufacture and supply the Next Generation Product that conforms to the
      Specifications in the time periods set forth in the Development
      Schedule.

     

        (v)    To
      assign a
      point-of-contact for Voxware communications with respect to the coordination
      between the parties that is described in this Agreement.

     

        b.    Voxware
      Obligations.
      During
      the Term, Voxware agrees, among other things specified in this Agreement:


     

        (i)    To
      use
      commercially reasonable efforts to work with LXE, as reasonably requested by
      LXE, to finalize the Development Schedule.

     

        (ii)    To
      provide
      LXE technical assistance as reasonably requested by LXE to assist LXE in the
      design and development of the Next Generation Products.

     

        (iii)    To
      assign a
      point-of-contact for LXE communications with respect to the coordination between
      the parties that is described in this Agreement.

     

        (iv)    In
      the event
      that Voxware desires to conduct tests of the Next Generation Products, Voxware
      will conduct such tests itself, pay LXE to conduct such tests at LXE’s
      out-of-pocket costs, or pay third parties to do so.

     

        c.    Specifications
      and
      Acceptance Criteria.
      Within
      ***** after LXE’s delivery to Voxware of any set of ***** of the Next Generation
      Product, the parties shall either mutually: 

     

        (i)    confirm
      in
      writing that the pre-production samples of the Next Generation Product and
      the
      associated design conform to the Specifications developed by the parties in
      accordance with the Development Schedule (“Acceptance”); or 

     

        (ii)    prepare
      in
      writing a report of each deficiency identified in the pre-production samples
      of
      the Next Generation Product and associated design, including specific reasons
      for such deficiency. LXE and Voxware (if requested by LXE) shall make any
      adjustments to the Next Generation Product design to address the deficiencies
      if
      such deficiencies are in the design. 

     

        d.    Quality
      Control.
      LXE is
      responsible for developing a quality program to control its own production
      process to assure all Next Generation Branded Products shipped to Voxware in
      accordance with this Agreement meet the Specifications.

     

        e.    Modification
      of
      the Specifications.
      After
      the parties’ final agreement as to the Specifications and prior to initial
      product release, LXE may alter the Next Generation Product only (i) to improve
      reliability, quality or safety, or to comply with standards or requirements
      of
      any governmental or industry recognized body or regulatory agency, or (ii)
      to
      avoid infringement of any patent or other proprietary right. However, LXE shall
      not alter or change the form, fit or function of the Next Generation Product,
      including exterior appearance or functional characteristics, or reduce
      performance levels of Next Generation Product as previously agreed to, without
      the written approval of Voxware, which approval shall not to be unreasonably
      withheld or delayed. 

     

     

    
      
        
        

      

      
        
          10

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

        f.    Change
      Orders.
      All
      changes to the Specifications, and all requests for the performance of
      additional services not specified in this Agreement, will be made only by a
      written change order or other written authorization approved by both parties
      specifying the change and any effect on the Development Schedule, the Next
      Generation Products, the delivery schedule, the net price of the Next Generation
      Products, and additional cost allocation required as a result of such
      changes.

     

        g.    Capital
      Expenses.
      Each
      party agrees to provide such capital investment and be responsible for such
      costs and expenses as necessary to comply with their respective obligations
      under this Agreement. 

     

        h.    Intellectual
      Property Rights.
      LXE
      shall have the exclusive ownership and all right, title and interest in all
      Intellectual Property Rights inherent in the design of the Next Generation
      Product, the Specifications, all related Work Product, and all tooling required
      to manufacture and test the Next Generation Product, excluding any items or
      Products expressly licensed by Voxware to LXE under this Agreement (e.g., the
      410 Technology). LXE retains the right to use Work Product to facilitate the
      design, manufacture and test and sale of any Next Generation Product or LXE
      Product for itself or any other third party. The Next Generation Product may
      contain LXE’s Licensed Software (including any firmware) for internal operation,
      or as embedded software that is generally not sold or licensed as a severable
      software Product. Such LXE Licensed Software is proprietary, copyrighted, and
      may also contain valuable trade secrets and may be protected by
      patents.
      

     

        i.    Software
      License.
      Subject
      to the terms and conditions of this Agreement, Voxware hereby grants to LXE
      at
      ***** a non-exclusive license to use, copy, load, test, and otherwise run the
      Browser solely (1) in connection with LXE’s development of the Next Generation
      Product in collaboration with Voxware and (2) for demonstration in conjunction
      with 410 Hardware Product, Next Generation Product or LXE Products.


     

    9.        
      Forecasts, Ordering, Shipment and Returns 

     

        a.    With
      respect
      to Supplier Products that the Reseller expects to purchase in quantity (e.g.,
      Voxware’s purchase of 410 Branded Products or Next Generation Branded Products
      from LXE, and LXE’s purchase of Browsers and Headsets from Voxware), Reseller
      agrees to provide Supplier no later than the ***** rolling forecast outlining
      projected purchases of Supplier Products. Each forecast shall be non-binding.
      Supplier may reasonably request additional updates to or confirmation of the
      Reseller’s ***** forecast.

     

        b.    Following
      Supplier’s acknowledgment of each order by Reseller, Supplier shall use its
      commercially reasonable efforts to effect shipment of the Products or delivery
      of the Services within the time stated on such acknowledgment, but in no event
      shall Supplier be liable for a failure to ship or perform within the time
      stated. Supplier will ship Products F.O.B. point of shipment (Norcross, Georgia
      for LXE; either Cambridge, Massachusetts or Lawrenceville, New Jersey for
      Voxware). Shipping costs will be prepaid by Supplier and added to Reseller’s
      invoice. In the absence of explicit shipping directions, Supplier will use
      its
      own discretion as to mode of shipment. Title to the Products sold and risk
      of
      loss and damage to the Products sold shall pass to Reseller immediately upon
      delivery of the Products to a common carrier, or to an employee or other agent
      of Reseller, at Supplier’s manufacturing facility. 

     

        c.    Reseller
      hereby grants Supplier a security interest in the Products sold hereunder and
      in
      the proceeds therefrom, such security interest to continue until Reseller has
      made full payment therefor. Reseller agrees that it will execute any UCC
      Statements or other documents evidencing Supplier’s security interest in the
      Products, upon request of Supplier.

     

        d.    At
      any time
      prior to the scheduled date of shipment, Reseller may cancel any
      or
      all Products on order upon payment to Supplier of a cancellation fee for each
      unit of Product canceled. Such cancellation fee shall be computed as
      follows:

     

     

    
      
        
        

      

      
        
          11

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
               Number
                of Days Prior to Scheduled
                Date of Shipment 

            	
               Cancellation
                Charges
                Expressed

            
	
               that
                Notice of Cancellation is
                Received by LXE

            	
               as
                a Percentage of List
                Price

            
	
               

                       *****

            	 


    

     

    Supplier
      will allow Reseller to delay or accelerate any shipment if reasonably
      practicable upon notice of the new shipping date received by Supplier. All
      notices of cancellation, rescheduling, or return must be in writing or email
      to
      be effective.

     

    10.      
      Licensed Software

     

        a.    License.
      All
      Licensed Software is subject to a non-exclusive license from Supplier as
      expressly stated in the Supplier’s then-current End User License Agreement or
“EULA.” Reseller agrees to use diligent efforts to obtain from the VAR, Customer
      or other user of the Licensed Software a fully executed EULA. The Supplier’s
      EULA shall be shipped in hard copy and on disk with the Licensed Software,
      and
      may be embedded in the Licensed Software by the Supplier, e.g., by use of an
      electronic agreement or “clickwrap,” or other process or format then generally
      accepted within the information technology industry. For any Licensed Software
      licensed to the Reseller under this Agreement, the Reseller may transfer the
      EULA for such Licensed Software to a Customer or VAR only as part of the
      transfer of all Reseller’s rights in such Licensed Software, and only if
      Reseller obtains the prior agreement of its Customer or VAR to be bound by
      the
      terms of EULA. In the event that Reseller’s Customer, VAR or other end user does
      not accept the terms and conditions of the EULA, the Licensed Software must
      be
      returned for a refund, and Reseller agrees to grant a refund if the Licensed
      Software has been promptly returned. In addition, the parties agree to
      collaborate in the development of a best practices process to simplify the
      implementation of the “EULA” requirements prescribed above. 

     

        b.    Breach
      by
      Customer.
      If
      breach of any EULA by Reseller’s Customer or VAR occurs, then Reseller shall
      take prompt corrective action to remedy the breach and shall, in addition,
      notify Supplier of the breach and the corrective action taken. Reseller shall
      assign to Supplier, at Supplier’s sole option, any rights that Reseller may have
      against Customer for breach of such license. Reseller agrees to cooperate with
      Supplier in any proceeding against any third party in alleging breach of the
      EULA. Reseller shall not be liable to Supplier for any breach of the terms
      of
      any license or sublicense by a Customer unless Reseller has willfully or
      negligently contributed to or cooperated in the breach.

     

        c.    Fees.
      License
      fees are typically included in the purchase price of Licensed Software. However,
      in some instances, such fees are identified as separate line items on Supplier
      quotations and invoices. 

     

        d.    Title.
      Title
      to Licensed Software shall remain with Supplier or its supplier, notwithstanding
      anything to the contrary herein. With respect to Licensed Software, the word
      “purchase” or similar or derivative words as used herein are understood to mean
“license,” and “Reseller,”“Customer,” or similar or derivative words as used
      herein are understood to mean “licensee.” 

     

        e.    Voxware’s
      Proprietary Rights.
      LXE
      acknowledges that the Voxware Licensed Software includes specialized voice
      recognition and management software that interoperates with Equipment and other
      hardware Products. Such Licensed Software is proprietary to Voxware. At all
      times, Voxware’s Licensed Software remains the intellectual property of Voxware,
      and no transfer of title or proprietary rights is given to LXE or any third
      party.

     

    11.      
      Maintenance, Warranties and Repairs

     

        a.    Maintenance
      Services.
      Except
      as otherwise agreed by the parties in writing, each Reseller or its VAR will
      provide all Level 1 Maintenance Services for all Supplier Products it sells
      to
      its Customers. Reseller or its VAR may purchase service maintenance contracts
      from Supplier at the ***** of Supplier’s then current list price described on
      Appendix A or Appendix B, as applicable. Reseller and its VARs may, with
      Supplier’s prior written consent, also elect to offer Customers the option to
      contract directly with Supplier for maintenance service of Supplier Products
      and
      the purchase of accessories for Supplier Products. In such event that Reseller
      or its VAR 

     

     

    
      
        
        

      

      
        
          12

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

    provides
      Level 1 Maintenance Services directly to Reseller’s Customer, Supplier will
      provide Reseller or its VAR, at no additional charge to Reseller or its VAR,
      with telephone technical support for the term of the initial warranty period
      as
      defined in this Agreement or extended warranty period as may be defined by
      the
      Customer and Supplier. 

     

        b.    Supplier’s
      Warranty.
      Supplier
      warrants that, except as indicated on a Supplier sales order acknowledgment
      form
      as warranted by the original manufacturer, all new Supplier Products shall
      perform substantially in accordance with the applicable written specifications
      published in the applicable Product data sheets and user manuals, and to be
      free
      from defects in material and workmanship under normal use and service. The
      “Warranty Period” shall be for the period stated in the applicable Appendix for
      such Product or any other writing signed by the parties. 

     

        c.    Exclusions.
      Except
      as expressly provided in this Agreement, the foregoing Supplier warranties
      and
      commitments are for the benefit of and apply only to Reseller and only during
      the applicable Warranty Period.

     

        (i)    Not
      included
      under this warranty are services or replacement Supplier Products that are
      required due to (1) abuse, misuse or abnormal conditions of operation; (2)
      damage to the Supplier Product that is a result of the use of unapproved,
      non-Supplier mounting devices; (3) any damage to Reseller’s or a Customer’s
      equipment or Product as a result of one of those parties or a third party
      connecting components that have not been purchased from Supplier and/or
      inspected and approved by Supplier for connection to the Supplier Product;
      (4)
      unauthorized attempts by other than Supplier personnel to install, repair,
      maintain, or modify the Supplier Product or system; (5) causes external to
      Supplier-maintained Product, such a power surges or force majeure events; or
      (6)
      defects or warranty claims that arise outside the applicable Warranty Period.
      

     

        (ii)    Reseller
      acknowledges and agrees that the warranties set forth in this Section do not
      extend to any other party, including to any Customers. Reseller shall not make
      any warranty obligations on behalf of Supplier, and any warranty representations
      by Reseller to any third party shall be at Reseller’s sole expense and
      responsibility. In addition, Reseller agrees to include in any warranties
      granted by it a specific disclaimer in connection with Supplier’s warranty
      obligations to such third party. Reseller shall allow Supplier, upon its
      request, to review the disclaimer being used in contracts with third parties.
      

     

        d.    Notification
      and
      Warranty Procedure.  

     

        (i)    If,
      in
      Reseller’s estimation, a Supplier’s Product is defective, Reseller shall
      promptly notify Supplier of the nature of the defect in writing, or by promptly
      contacting Supplier in accordance with its then-current procedures. If the
      Product appears to be covered under the warranties provided in this Agreement,
      Supplier will promptly communicate shipping instructions to Reseller.


     

        (ii)    All
      returned
      Products must have a return material authorization number (“RMA”) and returned
      to Supplier within ***** of the RMA issuance. Products will be returned to
      Supplier at Reseller’s expense. Collect shipments will not be accepted.


     

        (iii)    Upon
      receipt,
      the Product will be examined and repaired without charge, provided such
      examination discloses, in Supplier’s reasonable judgment, that it is in fact
      defective. Should examination reveal that the Product is not defective, Supplier
      will notify Reseller and request shipping instructions. In this event, Supplier
      will be due to be reimbursed all shipping expenses it has incurred, as well
      as a
      reasonable charge for the examination. In the event that the examination reveals
      that the Product is defective, but for any reason is not covered under the
      warranties provided in this Section, Supplier will prepare a failure analysis
      report and a quotation of the cost to repair, and communicate this information
      to Reseller. Reseller may then either authorize repair of the Product or direct
      that the defective Product be returned to Reseller. In the latter event,
      Supplier will be due all shipping charges it has incurred, as well as a
      reasonable charge for the examination of the Product and the preparation of
      the
      failure analysis report. 

     

     

    
      
        
        

      

      
        
          13

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

        (iv)    Supplier
      may,
      at its option, elect to correct any warranty defects by sending its supervisory
      or technical representatives, at Supplier’s expense, to Reseller’s site or
      Customer’s site within the continental United States or Canada to make on-site
      corrections. 

     

        (v)    At
      Reseller’s
      request, Supplier will repair any Supplier Product and bill Reseller on a
      time-and-material basis at Supplier’s lowest rates for any Supplier Products:
      (1) Damaged in transit to Supplier’s designated service location, or (2) that
      Reseller requests to be repaired despite being out of warranty. 

     

        (vi)    For
      any
      Product that proves to be defective and covered under the warranties provided
      in
      this Section, Supplier will repair or replace and ship, via standard commercial
      ***** if available. Product repairs provided hereunder are warranted by Supplier
      for a period of ***** such repairs are provided, or for the remainder of the
      original Product warranty period, whichever is longer. 

     

        e.    Remedy.
      Supplier’s obligation to perform pursuant to the warranties provided in this
      Section 11
      is
      limited to undertaking reasonable efforts to identify and correct any such
      defects and non-conformities with the specifications in any warranted Product
      returned to Supplier’s designated service location within the Warranty Period.
      In the event Supplier fails to correct any warranted Product defect or
      non-conformities, Reseller’s sole remedy is to receive a refund of the purchase
      price paid for the defective or non-conforming Product. 

     

        f.    Third
      Party Warranties.
      For
      those Products identified on a Supplier sales order acknowledgment as warranted
      by the original manufacturer, such original manufacturer’s warranty applies
      solely. 

     

        g.    Reseller’s
      Warranties and Covenants.
      Supplier is providing Reseller with financial incentives in the form of a
      discount. In consideration of Supplier providing such discounts to Reseller,
      Reseller hereby provides the following warranties and covenants:

     

        (i)    Materials
      and
      workmanship that Reseller adds to or incorporates into the Supplier Products
      for
      sale to VARs and Customers shall be of a quality reasonably satisfactory to
      Supplier. 

     

        (ii)    Reseller
      shall promptly investigate, seek to rectify, and notify Supplier with respect
      to
      any VAR or Customer complaints relating to any of the Supplier Products.
      Reseller’s efforts in this area shall be consistent with Level 1 Maintenance
      Services.

     

        (iii)    Reseller
      shall perform its sales responsibility, which is to promote and sell the
      Supplier Products covered by this Agreement. Reseller shall at all times during
      the term of this Agreement use commercially reasonable efforts in the promotion
      and sale of Supplier Products consistent with good business ethics, and in
      a
      manner that will reflect favorably on the Supplier Products and on the goodwill
      and reputation of Supplier. Reseller shall at all times refrain from engaging
      in
      any illegal, unfair or deceptive trade practices or unethical business practices
      whatsoever, with respect to the Supplier Products or otherwise.

     

        (iv)    Reseller
      shall employ, train and maintain sufficient personnel with sufficient technical
      and sales experience to demonstrate, sell and support those Supplier Products
      purchased under this Agreement. Reseller will field all questions regarding
      Supplier Products and Supplier Product support to its VARs and Customers, and
      Reseller will in no event refer its Customers directly to Supplier for pre
      or
      post sales support without prior Supplier approval.

     

    12.      
      Disclaimer of Warranties; Limitation of
      Liability. 

     

        a.    EXCEPT
      AS
      EXPRESSLY SET FORTH IN THIS AGREEMENT, REGARDLESS OF ANY ADVERTISEMENTS, EACH
      PARTY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE
      PRODUCTS AND SERVICES, INCLUDING THE LICENSED SOFTWARE, AND ALL MODIFICATIONS
      OR
      UPGRADES THERETO, REGARDLESS OF FORM, AND RELATED DOCUMENTATION, INCLUDING
      ANY
      WARRANTIES OF NON-INFRINGEMENT, FREEDOM FROM INTERFERENCE WITH ENJOYMENT,
      MERCHANTABILITY, QUALITY, ACCURACY, FITNESS OF 

     

     

    
      
        
        

      

      
        
          14

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

    RESULTING
      WORK PRODUCT, FITNESS FOR A PARTICULAR PURPOSE, OR THAT PRODUCTS OR SERVICES,
      INCLUDING ANY LICENSED SOFTWARE, WILL GENERATE CERTAIN RESULTS.

     

        b.    EXCEPT
      AS
      EXPRESSLY PROVIDED IN THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT: (1)
      NEITHER PARTY ASSUMES ANY LIABILITY EXCEPT AS EXPRESSLY PROVIDED IN THIS
      AGREEMENT; (2) IN NO EVENT SHALL EITHER PARTY BE LIABLE WHETHER IN CONTRACT
      OR
      TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) FOR DAMAGES RELATING TO LOSS
      OF
      MAGNETICALLY STORED COMPUTER PROGRAMS OR DATA, OR FOR ANY SPECIAL, INDIRECT,
      INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF
      THE
      POSSIBILITY OF SUCH DAMAGES; AND (3) NO CHARGES OR EXPENSES INCIDENT TO ANY
      CLAIM SHALL BE ALLOWED UNLESS APPROVED BY AN AUTHORIZED REPRESENTATIVE OF SUCH
      PARTY. THIS LIMITATION OF LIABILITY IS INDEPENDENT OF, AND SHALL SURVIVE ANY
      FAILURE OF, ANY EXCLUSIVE REMEDIES OTHERWISE PROVIDED FOR IN THIS
      AGREEMENT.

     

    13.     
      Confidentiality and Non-Disclosure; Press
      Releases 

     

        a.    LXE
      and
      Voxware mutually acknowledge that they have executed a Proprietary Information
      Exchange Agreement, dated ***** (the “Non-Disclosure Agreement” or “NDA”), the
      terms of which are incorporated by reference as if fully set forth herein.
      All
      information protected by a party under the NDA shall be deemed the “Confidential
      Information” of such party under this Agreement.

     

        b.    The
      terms of
      the NDA are hereby extended to include discussions and activities by the parties
      with each other, including in connection with this Agreement, for the duration
      of this Agreement and ***** thereafter with respect to any Confidential
      Information that is not a trade secret. With respect to trade secrets, the
      NDA
      will extend protection for as long as such information remains a trade secret
      under applicable law. Each party may disclose to the other non-public
      information and trade secrets (including computer programs recorded in firmware
      or on some other medium) and other non-public proprietary information concerning
      the Products and its business and affairs, and the same shall be deemed
      Confidential. 

     

        c.    This
      Agreement is the Confidential Information of both parties. Except as required
      by
      law, neither party may reveal this Agreement or any of its provisions to any
      person other than its employees and consultants with whom such party has a
      confidential relationship without the without the prior written permission
      of
      the other party. In addition, if a public disclosure is required by law,
      including without limitation a filing with the Securities and Exchange
      Commission, the disclosing Party shall provide copies of the disclosure
      reasonably in advance of such filing or other disclosure for the non-disclosing
      Party’s prior review and comment.

     

        d.    The
      parties
      further agree that LXE’s manufacture of the 410 Branded Products for Voxware,
      the collaborative development of the Next Generation Products for Voxware,
      and
      the licensing of the 410 Technology and the 410 Hardware Products for production
      by LXE are particularly sensitive items of Confidential Information to Voxware,
      and LXE agrees to hold these items in strict confidentiality.

     

        e.    Neither
      party
      shall issue a press release regarding the other party or any activities under
      this Agreement without the prior written agreement of the other party. The
      parties agree to issue a press release promptly after execution of this
      Agreement to announce (1) LXE’s launch of the HX1 Product (the LXE
      implementation of the 410 Hardware Product), (2) LXE’s selection of Voxware’s
      Browser for distribution with the HX1 Product and future LXE Products, and
      (3)
      the parties’ agreement that LXE’s Equipment and Voxware’s Licensed Software will
      be compatible in all future Products. The parties further agree that the content
      of all press releases and collateral material will be mutually agreed to prior
      to publication, and that the parties will negotiate in good faith the content
      of
      these materials.

     

     

    
      
        
        

      

      
        
          15

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

    14.      
      Indemnification.

     

        a.    Each
      party
      (“indemnitor”) shall indemnify, hold harmless, and defend, at its expense, any
      claim or suit brought by a third party within the Territory against the other
      party, its officers, employees, agents or contractors (each, an “indemnitee”)
      specifically alleging that 

     

        (i)    Any
      of the
      Products (excluding the 410 Technology, the 410 Hardware Product, the Work
      Product or the Next Generation Product) of indemnitor furnished hereunder
      infringe a patent, trademark, copyright, mask work, trade secret or other
      intellectual property right of the third party.

     

        (ii)    Voxware
      shall
      be the indemnitor and LXE shall be the indemnitee regarding any claim that
      the
      410 Technology or the 410 Hardware Product as provided by Voxware infringes
      a
      patent, trademark, copyright, mask work, trade secret or other intellectual
      property right of the third party.

     

        (iii)    LXE
      shall be
      the indemnitor and Voxware shall be the indemnitee regarding any claim that
      the
      Work Product or the Next Generation Branded Product as provided by LXE infringes
      a patent, trademark, copyright, mask work, trade secret or other intellectual
      property right of the third party.

     

        (iv)    The
      indemnitor made any untrue or unsupportable oral or written statements or
      warranties regarding any Product that is not contained within the Supplier’s
      written documentation.

     

        (v)    The
      indemnitor caused, in whole or in part, directly or indirectly, personal injury
      or damage to real or personal property. 

     

        b.    The
      indemnitor shall pay all costs and damages based on any such claim awarded
      following appeal, if any. In the defense or settlement of any claim alleging
      intellectual property infringement, the indemnitor may obtain for the indemnitee
      the right to continue using the accused Products, replace or modify the accused
      Products so that they become non-infringing or, if such remedies are not
      reasonably available, grant the indemnitee a credit for the accused Products
      as
      depreciated and accept their return if provided by the indemnitor. 

     

        c.    The
      indemnitor shall not have any indemnification liability under this Section
      for
      any alleged intellectual property infringement that is based upon (a) the use
      or
      sale of the accused Products or other items in combination with other products
      or devices not furnished by the indemnitor, (b) the use of the accused Products
      or other items in a manner for which they were not designed, or (c) any
      unauthorized modification of the Products or other item.

     

        d.    Indemnification
      under
      this Section is conditioned on the indemnitee providing prompt written notice
      to
      the indemnitor and tendering defense of the claim to the indemnitor. The
      indemnitor shall have control of the defense or settlement of any claim,
      provided that the indemnitor shall have no right to admit liability on the
      part
      of the indemnitee. The indemnitee shall reasonably cooperate in the defense
      or
      settlement of the claim at the indemnitor’s cost and expense. The indemnitee
      shall be entitled to retain its own counsel at the indemnitee’s own expense to
      participate in the defense or settlement of the claim in an advisory
      capacity.

     

        e.    NOTWITHSTANDING
      THE
      ABOVE, INDEMNITOR SHALL NOT BE LIABLE FOR LOSSES TO THE EXTENT THAT SUCH LOSSES
      ARE CAUSED BY INDEMNITEE’S NEGLIGENCE OR INTENTIONAL ACTS.

     

    15.      
      Term and Termination. 

     

        a.    Term.
      This
      Agreement is effective on the Effective Date and shall remain in effect for
      an
      initial period of ***** (“Initial Term”), and shall automatically renew for
      additional periods ***** (each, a “Renewal Term” together with the Initial Term,
“Term”). 

     

     

    
      
        
        

      

      
        
          16

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

       

       

          b.    Termination
        for
        Convenience.
        This
        Agreement may be terminated by either party upon no less than ***** written
        notice to the other party effective only as of the end of the Initial Term
        or
        any Renewal Term. 

    

     

        c.    Termination
      for
      Material Breach.
      Either
      party may terminate this Agreement if the other party “materially breaches” this
      Agreement and fails to cure such breach within ***** of notice of such breach
      by
      the non-breaching party. For purposes of clarity, “material breaches” by (i)
      Voxware shall include, but not be limited to, a breach of Section 4(a)(iii),
      or
      (ii) LXE shall include, but not be limited to, a breach of Sections 4(c) or
      4(f).

     

        d.    Bankruptcy. 

     

        (i)    If
      either
      party files a petition in bankruptcy or makes an assignment for the benefit
      of
      creditors or if any involuntary petition in bankruptcy or petition for an
      arrangement of debts is entered in a court or consented to by either of the
      parties or a receiver is appointed for the business of either party, or any
      part
      thereof, and the said involuntary petition or petition for an arrangement or
      appointment of a receiver is not vacated or discharged within ***** or if either
      party discontinues its operations for any reason whatsoever, the other party
      may
      immediately terminate this Agreement upon notice to such party. 

     

        (ii)    This
      Agreement is executory in nature and so long as Reseller has any continuing
      obligations hereunder, Supplier of Licensed Software shall be entitled to
      protect the source code and object code of the Licensed Software by impounding
      in the event of the bankruptcy of the Reseller. No trustee, receiver or debtor
      in possession may retain the Supplier’s Licensed Software (in any form) or sell
      or re-license any Licensed Software, unless all of the provisions of 11 U.S.C
      Section 365 of the United States Bankruptcy Act have been complied with and
      the
      Supplier of the Licensed Software is adequately protected. Similarly, Section
      365(n) of the U.S. Bankruptcy Act applies in the event of any bankruptcy of
      the
      Supplier.

     

    16.     
      Effect of Termination or Expiration. 

     

              
      Upon
      the
      termination of this Agreement for any reason, the following shall
      occur:

     

        a.    All
      rights,
      licenses, privileges and obligations granted or received by the parties under
      this Agreement shall immediately cease and terminate, except as specifically
      preserved, extended or imposed by this Section.

     

        b.    The
      Reseller
      may continue to sell unsold inventories of the Supplier’s Products in Reseller’s
      possession at the time of termination in accordance with the terms and
      conditions of the Agreement. Except in cases where this Agreement is terminated
      by one party for breach of this Agreement by the other party, for a period
      of
      ***** after such termination, Supplier agrees to process Reseller’s orders for
      Supplier’s Products that relate to Reseller’s quotations with Prospective
      Customers that were issued prior to termination.

     

        c.    Following
      Reseller’s sale or disposition of any Supplier Products remaining in inventory
      at the time of termination, Reseller shall cease to use any of Supplier’s
      Trademarks and shall, within a reasonable period of time, remove any reference
      to Supplier from its advertising and promotional material, including the
      Reseller’s web site.

     

        d.    Any
      monies
      due and payable according to the terms of this Agreement shall be paid within
      30
      days of the termination of this Agreement.

     

       e.    Reseller
      shall return to Supplier all unused advertising and promotional materials for
      Supplier’s Products in the possession of Reseller which are not obsolete and in
      their original packaging and otherwise dispose of as Supplier may direct, all
      sales manuals, price lists, data sheets, technical materials, advertising
      materials, and other data relating to the Supplier Products or Supplier that
      may
      have been furnished to Reseller.

     

        f.    Neither
      party
      hereto shall be liable to the other party for damages, losses, indemnity,
      compensation, costs or expenses of any kind or character whatsoever on account
      of the expiration or termination of 

     

     

    
      
        
        

      

      
        
          17

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

    this
      Agreement, whether such damages, losses, costs or expenses arise from the loss
      of Prospective sales, or expenses incurred or investments made in connection
      with the establishment, development or maintenance of the Reseller’s or
      Supplier’s business, creation of goodwill, markets and customers for the
      Products or any other reason whatsoever. Notwithstanding anything to the
      contrary contained herein, such expiration or termination shall not affect
      any
      claim, demand, liability or right (a) of the Reseller or Supplier arising
      pursuant to this Agreement prior to the expiration or termination hereof, or
      (b)
      of Supplier arising after expiration or termination in connection with the
      sale
      by the Reseller of its remaining inventory of the Products or in connection
      with
      a breach of any other term which survives the termination of this
      Agreement.

     

    17.      
      Regulatory Approvals/Reporting/Export.

     

        a.    Regulatory
      Approvals. The
      Reseller shall undertake to assist Supplier in acquiring all necessary
      regulatory or other approvals for engaging in the sale, delivery, connection
      and
      use of the Supplier Products within the Territory. All such approvals will,
      to
      the extent permitted by law, be obtained in the name of and on behalf of
      Supplier, and, in each instance where a Product approval may not under law
      be
      obtained in the name of and on behalf of Supplier, the Reseller shall arrange
      to
      secure the agreement of the holder of such Product approval to transfer such
      approval to the nominee designated by Supplier from time to time upon the advice
      of the Reseller. The Reseller shall provide Supplier with copies of all
      applications for approval submitted by the Reseller and documentation submitted
      or prepared in connection therewith.

     

        b.    Governmental
      Reporting Requirements. 
      The Reseller shall provide to Supplier all assistance necessary to prepare
      and
      file any report or other document required by any governmental agency or body
      within the Territory and shall, at Supplier’s request, prepare and file any such
      report or document on behalf of Supplier, and provide Supplier promptly with
      copies of any such report or document.

     

        c.    Export.

     

        (i)    Reseller
      agrees to fully comply with all applicable laws and regulations concerning
      its
      import, export or re-export of the Products or technical data related thereto,
      including, without limitation, the U.S. Export Administration Regulations and
      the U.S. International Traffic in Arms Regulations. The Reseller further agrees
      to provide Supplier with such assurances and certifications as to the Reseller’s
      activities as Supplier may reasonably request in compliance with such laws
      and
      regulations.

     

        (ii)    Supplier
      has
      no obligation to seek any such license, certificate or approval of the import,
      export or re-export of the Products or technical data related thereto, and
      the
      Reseller is not authorized to seek the same on Supplier’s behalf. Supplier has
      no obligation under this Agreement to provide the Reseller guidance on the
      Reseller’s export or re-export of Supplier Products or related technical data
      even if Supplier may do so from time-to-time as a convenience to the Reseller
      or
      for any other reason.

     

        (iii)    Supplier
      has
      no obligation to deliver to the Reseller any Product or related technical data
      as to which necessary export licenses, certificates and approvals for export
      from the Supplier Shipping Point have not been received by Supplier. Supplier
      shall have no duty to modify any Products or related technical data to render
      them suitable for any export or re-export license, certificate or approval
      whether sought by Supplier or the Reseller.

     

    18.      
      Records; Audit Rights.

     

        a.    Each
      party
      shall maintain all records that are necessary to reasonably enable an auditor
      to
      verify compliance with this Agreement (“Records”) during the Term and for *****
      thereafter. 

     

        b.    Upon
      reasonable prior notice, each party (“audited party”) shall permit the other
      party (“auditing party”) or its authorized representatives to:

     

        (i)    Audit
      the
      audited party’s use of the Supplier’s Products to ensure the audited party’s
      compliance with the terms and conditions of this Agreement.

     

     

    
      
        
        

      

      
        
          18

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

        (ii)    Voxware
      may
      audit LXE’s Bill of Materials, Labor Costs and related costs and expenses for
      the 410 Hardware Product and the Next Generation Product no more than once
      per
      calendar quarter, provided, that Voxware shall be allowed to conduct an
      additional audit in such ***** in the event it finds that LXE is not in
      compliance with this Agreement.

     

        (iii)    Voxware
      may
      audit LXE’s Records to determine compliance of Sections 6.f., 6.g. and 6.h. no
      more than once *****, provided, that Voxware shall be allowed to conduct an
      additional audit in such ***** in the event it finds that LXE is not in
      compliance with this Agreement. 

     

        (iv)    Inspect
      all
      books, records and accounts of audited party which pertain or relate in any
      way
      to the distribution of the Supplier Products. 

     

        c.    The
      audit
      shall be conducted during normal business hours, in such a manner as to minimize
      any interference with the conduct of audited party’s business, and in compliance
      with the audited party’s reasonable security, safety, and confidentiality
      requirements. The audited party shall make the Records available at such
      location as shall be reasonably designated by audited party and as reasonably
      required to conduct the audit on a timely basis. 

     

        d.    The
      auditing
      party bears the expense of the audit. If any such examination reveals that
      the
      audited party has failed at any time to comply with any provision of this
      Agreement: (1) The auditing party shall provide to the audited party a notice
      identifying such noncompliance and setting forth the auditing party’s reasonable
      estimate of the damages resulting from such noncompliance and, if the damages
      exceed ***** of the fees or other amounts paid to audited party over the period
      of the noncompliance, the audited party shall reimburse the auditing party
      the
      cost of performing such audit; and (B) the audited party shall, immediately
      upon
      receipt of such notice, pay to the auditing party the amount of such damages,
      plus interest on the amount of such damages at the rate of ***** per month
      (or,
      if lower, the maximum rate permitted by law) from the date on which the correct
      amounts of money should have been paid to audited party through the date on
      which such damages are actually paid to the auditing party.

     

    19.      
      Trademarks, Trade Names and Related Matters

     

        a.    Authorization.
      Reseller may refer to itself within the Territory during the Term as an
      Authorized Reseller for Supplier Products, solely in connection with the
      Products purchased or otherwise acquired from Supplier under this Agreement.
      

     

        b.    Restrictions.
      No
      rights are granted to Reseller to use Supplier’s Trademarks in connection with
      the Products, except as provided in this Agreement, and except for the limited
      permission for Reseller to use Supplier’s Trademarks solely to identify Products
      purchased from Supplier under this Agreement and to do so only within the
      Territory. Reseller shall provide to Supplier, for prior review, all
      promotional, advertising and other materials using or displaying any Trademark
      or trade name of Supplier or third parties used in connection with the Products
      or referring to the Reseller as an authorized reseller of Supplier, unless
      such
      materials and uses are reasonably within the then-current Supplier Trademark
      guidelines, a current version of which is set forth in Appendices C-1 (for
      LXE)
      and C-2 (for Voxware) attached hereto, which each Supplier may unilaterally
      change in its sole discretion from time to time. Reseller agrees to change
      or
      correct, at Reseller’s expense, any such material or use thereof which Supplier,
      in its sole judgment, determines to be inaccurate, objectionable, misleading,
      or
      a misuse of the Supplier’s Trademarks. Reseller agrees to comply with any
      reasonable advertising guidelines that Supplier may issue from time to
      time.

     

        c.    Specific
      Products.
      The
      parties agree that certain Products will bear the following Primary Branding
      and
      Secondary Branding:

     

        (i)    All
      410
      Hardware Products manufactured by LXE for sale by Voxware shall bear the Primary
      Branding of Voxware and shall be known as 410 Branded Product.

     

     

    
      
        
        

      

      
        
          19

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

        (ii)    Branding
      of
      Next Generation Products manufactured by LXE for sale by Voxware shall contain
      the Primary Branding of Voxware and shall be known as Next Generation Branded
      Product. 

     

        (iii)    All
      Licensed
      Software of Voxware that LXE distributes to third parties shall bear the Primary
      Branding of LXE and a Secondary Branding of Voxware (e.g., “Powered by
      Voxware”).

     

        (iv)    All
      pouches
      holding 410 Hardware Products and Next Generation Products distributed by LXE
      to
      third parties with the Browser shall contain Secondary Branding of Voxware
      and
      the level of such Secondary Branding shall be agreed to in good faith at a
      later
      time. 

     

        (v)    All
      Headsets
      provided by Voxware to LXE for use and resale by LXE will bear the Primary
      Branding of LXE.

     

        d.    Termination.
      The
      permission granted relative to the Trademarks shall terminate with the
      termination or expiration of this Agreement. Upon such termination or
      expiration, Reseller shall immediately cease referring to itself as an
      authorized reseller for the affected Products and shall immediately cease using
      Trademarks and trade names of Supplier and of third parties in connection with
      affected Products, except those on such Products which remain in Reseller’s
      possession. Reseller shall also promptly return to Supplier or destroy all
      materials in its possession or under its control employing such trademarks
      or
      trade names used in connection with the affected Products, except those
      reasonably required to fulfill Reseller’s warranty service obligations, if any,
      which materials will be returned to Supplier or destroyed upon completion of
      such warranty obligations.

     

        e.    Goodwill.
      Any and
      all use of LXE’s Trademarks, and the goodwill generated thereby, shall inure to
      the benefit of LXE. Any and all use of Voxware’s Trademarks, and the goodwill
      generated thereby, shall inure to the benefit of Voxware. Any and all use of
      a
      third party’s Trademarks, and the goodwill generated thereby, shall inure to the
      benefit of such third party. Reseller further agrees not to contest or take
      any
      action to contest the Trademarks of Supplier nor Supplier’s ownership thereof.
      Reseller agrees not to use, employ or attempt to register any Trademarks that
      are confusingly similar to the Trademarks of Supplier.

     

    20.     
      General Provisions.

     

        a.    Notices.
      Any
      notices or other communication required by or relating to this Agreement shall
      be in writing, and shall be deemed given as follows: (a) if delivered by hand
      or
      sent by facsimile, on the date of receipt, as confirmed by the courier or by
      automatic facsimile confirmation; (b) if sent by cable, telegram, or telex,
      on
      the day following the day of sending; (c) if sent by certified or registered
      mail, return receipt requested, with a copy sent by first class mail, on the
      earlier of the date of receipt thereof or on the third day after mailing, in
      each case to the address set forth below, subject to any address change provided
      by notice given in such manner.

     

    
      	
              If
                to LXE

            	 	
              If
                to Voxware:

            
	
              LXE
                Inc.

              125
                Technology Parkway

              Norcross,
                GA 30092 USA

              Attention:
                Contracts and Legal Affairs

              Facsimile:
                (770) 263-0538

            	 	
              Voxware,
                Inc.

              168
                Franklin Corner Road

              Lawrenceville,
                NJ 08648 USA

              Attention:
                Office-of-the-CFO

              Facsimile:
                (609) 514-4101

               

            


    

     

        b.    Force
      Majeure.
      If
      the
      performance of this Agreement, or of any of the obligations specified herein,
      is
      prevented, delayed, or restricted by reason of any act of God, act of war,
      or
      any other cause beyond the reasonable control of the affected party, the party
      so affected will be excused from performance for the duration of such cause,
      provided that the party so affected will use its best efforts to notify the
      other party and reasonable commercial efforts to avoid or remove the cause
      of
      non-performance and will resume performance with utmost dispatch whenever such
      cause is removed. If such cause of non-performance continues for a period of
      more than 30 days, the other party shall have the right to terminate this
      Agreement, and the same shall not be a breach of this Agreement.

     

     

    
      
        
        

      

      
        
          20

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

        c.    Agreement
      Approval.
      Each
      party hereby represents and warrants that all necessary approvals for this
      Agreement have been obtained, and the person whose signature appears below
      has
      the authority necessary to execute and deliver this Agreement on behalf of
      the
      party indicated.

     

        d.    Assignment.
      Neither
      party shall be relieved of any responsibilities or assign any rights or claims
      under this Agreement or for breach thereof, without prior written consent of
      the
      other, and any such attempted relief of responsibility or assignment shall
      be
      void. Notwithstanding the foregoing, the acquisition or merger of either party,
      or any of its affiliates or subsidiaries, shall not be deemed an assignment
      under this Section.

     

        e.    Modifications.
      No
      modification of any of the terms and conditions of this Agreement shall be
      effective unless such modification is expressed in writing and executed by
      each
      of the parties hereto.

     

        f.    Relationship
      of
      Parties.
      The
      parties are acting herein as independent contracting parties. Nothing herein
      shall create or be construed as creating a partnership, joint venture or agency
      relationship between the parties, and no party shall have the authority to
      bind
      the other in any respect.

     

        g.    Governing
      Law.
      The
      parties agree that this Agreement shall be governed by and construed in
      accordance with the laws of the State of Georgia, without regard to Georgia’s
      conflict and choice of law provisions. The
      United Nations Convention on Contracts for the International Sale of Goods
      shall
      not apply to this Agreement or any transactions hereunder. 

     

        h.    Dispute
      Resolution.

     

        (i)    For
      any
      dispute arising under the Agreement that is not resolved informally, either
      party may give to the other party written notice of the dispute and shall
      include reasonable detail concerning the alleged deficiency in performance
      of
      the other party. The parties (including without limitation at least one officer
      of each party) shall then meet in person at one of the party’s corporate offices
      or other location mutually agreed upon and attempt in good faith to reach an
      agreement resolving the dispute (such effort referred to as the “Internal
      Mediation”). If the parties have not signed a written agreement to resolve the
      dispute within 10 business days from the commencement of the Internal Mediation,
      then either party may pursue arbitration as stated in this Section upon written
      notice and within ten (10) business days after the conclusion of Internal
      Mediation. Except as otherwise specifically provided, neither party shall
      initiate arbitration unless and until the Internal Mediation procedures
      described in this Section have been completed, or have been waived by both
      parties.

     

        (ii)    Any
      controversy or claim between the parties arising out of or relating to this
      Agreement, or that may otherwise arise between the parties outside of this
      Agreement that has not been resolved by the Internal Mediation will be
      determined by binding arbitration pursuant to the Commercial Arbitration Rules
      of the American Arbitration Association (the “AAA”). The arbitration shall be
      heard by three (3) arbitrators in each case in which the aggregate amount in
      controversy exceeds *****; otherwise the arbitration shall be heard by one
      (1)
      arbitrator. Each arbitrator must be disinterested, must be knowledgeable in
      information technology, and experienced in commercial transactions. Each
      arbitrator shall be appointed jointly by the parties within 60 days following
      the date on which the arbitration is instituted. If the parties are unable
      to
      agree upon an arbitrator within such 60-day period, the AAA shall select such
      arbitrator within 30 days thereafter. The arbitration hearings will be held
      in
      Washington, DC, which the parties have chosen as it is a large city between
      the
      headquarters of each of the parties, and should have a reasonably large pool
      of
      Prospective arbitrators.

     

        (iii)    Any
      request
      for preliminary or injunctive relief shall be heard by the arbitration panel.
      In
      the event that a party requests emergency or preliminary relief be granted
      before the arbitrators are empanelled, then the AAA shall appoint one arbitrator
      to immediately hear and decide such request pursuant to the Optional Rules
      for
      Emergency Measures of Protection.

     

        (iv)    The
      arbitral
      award will be final and binding, and may be entered and enforced in any court
      of
      competent jurisdiction. The arbitrator will not have the power to award any
      damages excluded by, or in excess of, any damage limitations expressed in this
      Agreement. Issues of arbitrability will be determined solely in accordance
      

     

     

    
      
        
        

      

      
        
          21

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

    with
      the
      federal substantive and procedural laws relating to arbitration; in all other
      respects, the arbitrator will be obligated to apply and follow the substantive
      law of the State of Georgia without reference to its conflicts of laws
      provisions.

     

        (v)    Unless
      the
      arbitration panel determines that a party has committed or has attempted to
      commit fraud, each party will bear its own attorneys’ fees and other costs
      associated with the negotiation and arbitration under this Agreement, except
      that the costs and expenses of the arbitrators shall be shared equally. If
      court
      proceedings to stay litigation or compel arbitration are necessary, the party
      who unsuccessfully opposes such proceedings will reimburse and pay all
      associated costs, expenses and attorneys’ fees that are reasonably incurred by
      the other party.

     

        (vi)    In
      order to
      facilitate the resolution of any controversies or claims, the parties agree
      that
      all such controversies or claims, including any negotiations, evidence and
      settlement terms, shall be treated as Confidential Information under the
      confidentiality provisions of this Agreement and the NDA, except that the award
      entered in any court need not be filed under seal. 

     

        i.    Severability.
      The
      provisions of this Agreement are severable, and the unenforceability of any
      provision of this Agreement shall not affect the enforceability of the remainder
      of this Agreement. In the event that any court of competent jurisdiction holds
      or rules that any provision of this Agreement is invalid or unenforceable in
      any
      circumstances, to the extent legally permissible, this Agreement shall be
      construed and enforced to most closely reflect the parties’ intentions, and the
      remainder of this Agreement, and the application of such provision in any other
      circumstances, will not be affected by such holding or ruling.

     

        j.    Waiver.
      Either
      party’s failure to exercise any of its rights under this Agreement shall not
      constitute a waiver of any past, present or future right or remedy.

     

        k.    Retention
      of Rights.
      Except
      as specifically provided herein, neither party shall obtain, by this Agreement,
      any right, title or interest in or to any Intellectual Property Rights embodied
      in the Products and sub-assemblies thereof manufactured by, or on behalf of,
      the
      other party, nor shall this Agreement give either party the right to use, refer
      to, or incorporate in any way or form such Intellectual Property Rights of
      the
      other party.

     

        l.    Captions.
      The
      captions used in this Agreement are for convenience only and shall not affect
      in
      any way the meaning or interpretation of the provisions set forth
      herein.

     

        m.   Survival.
      Sections 6.l, 6.m, 10.b,
      10.d,
      10.e,
      11,
12,
      13,
      14,
      16,
      18,
      19.d
      and
20,
      the
      obligation to pay any accrued amounts, and any provisions necessary to construe
      a party’s legal rights after termination, shall survive the termination,
      cancellation or expiration of this Agreement. 

     

        n.    Entire
      Agreement.
      This
      Agreement shall constitute the final, complete and exclusive written expression
      of the intentions of the parties hereto and shall supersede all previous
      communications, representations, agreements, promises, or statements, either
      oral or written, by either party. Except
      as
      provided herein, this
      Agreement may be amended only in writing signed by each of the parties hereto.
      No other terms and conditions, including any terms and conditions stated on
      any
      Purchase Order or any document(s) accompanying such Purchase Order, shall be
      applicable except as otherwise provided herein.

     

    


    [SIGNATURE
      PAGE FOLLOWS]

     


    
      
        
        

      

      
        
          22

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    

     

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their duly authorized representatives as of the date first above written.


     

    
      	
              VOXWARE,
                INC.

               

               

            	 	 	
              LXE
                INC.

               

            
	By:                       
              /s/ Thomas J. Drury,
              Jr.         
                             
              	 	 	By:                
                    /s/ James S. Childress  
              
	
            	 	 	
            
	
              Name
                Printed:           
                Thomas J. Drury,
                Jr.                         
                

               

              Title:         
                President and Chief Executive
                Officer             
                

            	 	 	
              Name
                Printed:          James
                S.
                Childress                           
                


               

              Title:         
                President and General
                Manager                    
                

            


    

    


         

    


    


     


    
      
        
        

      

      
        
          23

          *****   
            Portion for which confidential
            treatment requested.

        

        
          

        

      

      
        
        

      

    


    Appendix
      A

    


    LXE
      Pricing to Voxware for the 410 Branded Products and
      the Next Generation Branded Products

    


    In
      accordance with Section 6.a, pricing for the 410 Hardware Products is as
      follows:

    


    
      
        	 	 	 	 	 	 	 	 	 
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	 	
                *****

              	
                *****

              	
                *****

              	 	
                *****

              	 	 
	 	 	 	 	 	 	 	 	 
	
                
                  *****

                

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	 	 	 	 	 	 	 	 	 
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	 	 	 	 	 	 	 	 	 
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              


      

       

       

      
        
          
          

        

        
          
            24

            
              *****   
                Portion for which confidential
                treatment requested.

            

          

          
            

          

        

        
          
          

        

      

       

       

      
        	 	 	 	 	 	 	 	 	 
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              


      

    

    


    Pricing
      methodology for the Next Generation Branded Products is the same as that for
      the
      410 Branded Products, with certain changes to the computation as stated in
      Section 6.b.

    


    All
      410
      Branded Products and Next Generation Branded Products (except batteries) shall
      have a ***** Hardware Warranty from date of shipment from Voxware to Customer,
      or ***** from date of shipment from LXE to Voxware, whichever is
      shorter.

    



    
      
        
        

      

      
        
          25

          
            *****   
              Portion for which confidential
              treatment requested.

          

        

        
          

        

      

      
        
        

      

    


    Appendix
      B: Voxware Pricing to LXE

    


    


    
      
        	 	 	 	 	 	 
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	 	 	 	 	 	 


      

       

       

      
        	 	 	 	 	 	 
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                 

              	 	
                 

              	 	
                 

              	
                 

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                 

              	
                 

              	
                 

              	 	
                 

              	
                 

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                 

              	
                 

              	 	
                 

              	
                 

              	
                 

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	 	 	 	 	
                *****

              
	
                *****

              


      

    

     

    
 


    
      
        
        

      

      
        
          26

          
            *****   
              Portion for which confidential
              treatment requested.

          

        

        
          

        

      

      
        
        

      

    

     

     

    
      
        	 	 	 	 	 	 
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                 

              	
                *****

              	
                 

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                 

              	 	 	
                 

              	
                *****

              
	
                *****

              	
                 

              	
                 

              	
                 

              	 	
                 

              
	*****	 	 	 	 	 


      

       

       

      
        	 	 	 	 	 	 
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	 	
                 

              	 	
                *****

              	
                *****

              
	
                *****

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                 

              	
                *****

              	
                *****

              	
                *****

              
	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              	
                *****

              


      

       

       

       

      
        
          
          

        

        
          
            27

            
              *****   
                Portion for which confidential
                treatment requested.

            

          

          
            

          

        

        
          
          

        

      

    

    
 

        Appendix
      C-1:


    


    Voxware’s
      Trademark Guidelines

    


    


    Voxware
      Trademarks:

    


    POWERED
      BY VOXWARETM

    


    VOXWARE®

    


    VOICELOGISTICS®

     

    


    


     

    
 

    The
      corporate colors are PMS 280 Navy Blue and PMS 109 Gold.

    


    Voxware
      will update its web page with any Trademarks or trade name changes, additions
      or
      deletions. LXE may review the most current Trademark or trade name data at
      www.voxware.com.


    
      
        
        

      

      
        
          28

          
            *****   
              Portion for which confidential
              treatment requested.

          

        

        
          

        

      

      
        
        

      

    


    


    Appendix
      C-2: 

     

    

    
LXE’s
      Trademark Guidelines

     

     

    
 


    
      
        
        

      

      
        
          29

          
            *****   
              Portion for which confidential
              treatment requested.

          

        

        
          

        

      

      
        
        

      

    


    Appendix
      D: Voxware Customers
      and Prospective Customers

    


    Entities
      with an * denote a Voxware Prospective Customer. All other entities are Voxware
      Customers. 

    


    
      	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	 
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	 
	
              *****

            	 
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	 
	
              *****

            	 
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	
              *****

            
	
              *****

            	 


    

     

     

    
      
        
        

      

      
        
          30

          
            *****   
              Portion for which confidential
              treatment requested.

          

        

        
          

        

      

      
        
        

      

    

    
 

    Appendix
      E: 410 Technology

    


     

    
      
        	·    	
                specifications,
                  work-papers, design documents, and designer’s notes and instructions
                  related to the 410 Product

              


      

    

     

     

     

    
      
        	·    	
                design
                  drawings; design spec's of any kind and of any discipline
                  that
                  indicates the expected behavior of the 410 Product and its
                  components   

              


      

    

     

     

     

    
      
        	·    	
                test
                  plans & procedures including any source code and compile
                  information necessary to generate runtime tests of the 410
                  Product

              


      

    

     

     

     

    
      
        	·    	
                test
                  results of any kind and of any discipline that backs up the expected
                  behavior as well as indicates typical behavior of the 410
                  Product

              


      

    

     

     

     

    
      
        	·    	
                test
                  agencies certifications related to the 410
                  Product

              


      

    

     

     

     

    
      
        	·    	
                process
                  details related to the 410
                  Product

              


      

    

     

     

     

    
      
        	·    	
                Computer
                  Aided Design Files in DxDesigner format for all Printed Circuit
                  Board
                  Schematics relate to the 410 Product; if DxDesigner files are not
                  available, then:  (a) Computer Aided Design Files in DXF
                  format
                  for all Schematics for the 410 Product; (b) Design Drawings in
                  PDF format
                  for all Schematics for the 410
                  Product.

              


      

    

     

     

    


    
      	·    	
              Computer
                aided design files in PADS format for all Printed Circuit Boards
                for the
                410 Product;  If PADS files are not available, then (a) Computer
                Aided Design Files in ASCII format for all Printed Circuit Boards
                for the
                410 Product (b) Computer Aided Design Files in DXF format for all
                Printed
                Circuit boards for the 410 Product (c) Computer Aided Design
                Files in
                GERBER format for all Printed Circuit boards for the 410 Product
                (d) Design Drawings in PDF format for all Printed Circuit boards
                for the 410 Product.

            


    

     

     

     

    
      
        	·    	
                Computer
                  aided design files in Pro/Engineer format for all mechanical parts
                  of the
                  410 Product; if Pro/Engineer files are not available, then: 
                  (a) computer aided design files in Step format for all mechanical
                  parts of the 410 Product (b) computer aided design files
                  in IGES
                  format for all mechanical parts of the 410 Product (c) computer
                  aided design files in DXF format for all mechanical parts
                  of the 410
                  Product (d) design drawings in PDF format for all
                  mechanical parts of 410 Product. 

              


      

    

     

    



    
      
        
        

      

      
        
          31

          
            *****   
              Portion for which confidential
              treatment requested.

          

        

        
          

        

      

      
        
        

      

    

     

    
 

    Appendix
      F: Next Generation Product Specifications

    


    To
      be
      agreed to and attached hereto.

    
 

     

     

     

     

     

     

    32

    
      *****   
        Portion for which confidential
        treatment requested.