Amendment

Contract

by Voxware, Inc.
May 25th, 2006
Exhibit 10.3 May 24 , 2006 Silicon Valley Bank One Newton Executive Park, Suite 200 2221 Washington Street Newton, Massachusetts 02462 RE: AMENDMENT TO LOAN ARRANGEMENT WITH VOXWARE, INC. Gentlemen: Reference is made to a certain loan arrangement entered into by and between VOXWARE INC., a Delaware corporation with its chief executive office located at 168 Franklin Corner Road, Lawrenceville, New Jersey 08648 (the "BORROWER"), and Silicon Valley Bank (the "BANK"), as evidenced by, among other documents, a certain Loan and Security Agreement dated as of December 29, 2003, between Borrower and Bank (together with all documents executed in connection therewith or related thereto, as amended, collectively referred to herein as the "LOAN AGREEMENT"). Capitalized terms used but not otherwise defined herein shall have the same meanings as in the Loan Agreement. The Borrower and the Bank have entered into a certain Loan and Security Agreement dated as of May 24, 2006 (the "2006 LOAN AGREEMENT") whereby, among other things, the Bank has agreed to extend additional credit (the "ADDITIONAL CREDIT") pursuant to a certain revolving line in the principal amount of up to One Million Five Hundred Thousand Dollars ($1,500,000.00), and a term loan in the principal amount of up to One Million Five Hundred Thousand Dollars ($1,500,000.00). The Borrower and the Bank have entered into a Fifth Loan Modification Agreement dated as of May 24, 2006 (the "AMENDMENT") whereby certain terms and conditions of the Loan Agreement have been amended. Reference is further made to a certain Unconditional Guaranty (the "GUARANTY") dated as of December 29, 2003, executed and delivered by the undersigned (the "Guarantor"), pursuant to which the undersigned unconditionally guarantied the prompt, punctual and faithful payment and performance of all liabilities and obligations of the Borrower to the Bank (hereinafter, the "OBLIGATIONS"). In order to induce the Bank to enter into the Amendment, the undersigned hereby: (a) ratifies, confirms and reaffirms, all and singular, the terms and conditions of the Guaranty; and (b) acknowledges, confirms and agrees that the Guaranty shall remain in full force and effect and shall in no way be limited by the execution of the Amendment; and The Bank acknowledges, confirms and agrees that the Obligations (as defined above) of Guarantor under the Guaranty includes ONLY the Obligations of the Borrower under the Loan Agreement relating to the Revolving Line and the Term Loan and shall not include the Obligations of the Borrower under the 2006 Loan Agreement pursuant to the Additional Credit. Further, the undersigned acknowledges, confirms and agrees that it has no offsets, defenses, claims or counterclaims against the Bank with respect to the Borrower's and/or the undersigned's respective liabilities and obligations due and owing to the Bank, and that to the extent that the undersigned has or has ever had any such offsets, defenses, claims or counterclaims, the undersigned hereby specifically WAIVES and RELEASES any and all rights to same. This letter shall take effect as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. Very truly yours, ("Guarantor") Edison Venture Fund V, L.P. By: /s/ Ross Martinson -------------------------------- Name: Ross Martinson ------------------------------ Title: A General Partner -----------------------------