May 24 , 2006
Silicon Valley Bank
One Newton Executive Park, Suite 200
2221 Washington Street
Newton, Massachusetts 02462
TO LOAN ARRANGEMENT WITH VOXWARE, INC.
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
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
In order to induce the Bank to enter into the Amendment
(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
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,
Edison Venture Fund V, L.P.
By: /s/ Ross Martinson
Name: Ross Martinson
Title: A General Partner