0001188112-05-001692 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 26th, 2005 • Voxware Inc • Services-computer integrated systems design • Delaware

THIS INDEMNIFICATION AGREEMENT is made and entered into this 21st day of June 2004, (the “Agreement”), by and between Voxware, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company), and Paul Commons (the “Indemnitee”):

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Contract
Voxware Inc • September 26th, 2005 • Services-computer integrated systems design • Delaware

THIS COMMON STOCK WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.

AMENDMENT TO WARRANTS
Voxware Inc • September 26th, 2005 • Services-computer integrated systems design

THIS AMENDMENT TO WARRANTS ("Warrant Amendment") is effective as of July 7, 2003, and amends Warrant No. I-1 to purchase 243,750 shares of common stock of Voxware, Inc. ("Voxware"), Warrant No. I-2 to purchase 81,250 shares of Voxware's common stock, and Warrant Purchase and Release Agreement dated April 24, 2000 by and among Voxware, Inc. and InRoad, Inc. and Stratos Product Development, LLC to purchase 50,000 shares of Voxware's common stock (together referred to as the "Warrants").

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