Exhibit 10.2 ASSET PURCHASE AGREEMENT dated as of February 4, 1999Asset Purchase Agreement • February 16th, 1999 • Voxware Inc • Services-computer integrated systems design • California
VOXWARE, INC.Incentive Stock Option Agreement • October 15th, 2003 • Voxware Inc • Services-computer integrated systems design
VOXWARE, INC.Common Stock Purchase Warrant • April 21st, 2003 • Voxware Inc • Services-computer integrated systems design • Delaware
EXECUTION COPY SETTLEMENT AGREEMENT AND MUTUAL RELEASE THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the "Settlement Agreement"), is entered into this 16th day of April, 2003 by and between Voxware, Inc. ("Voxware"), a Delaware corporation having...Settlement Agreement • April 21st, 2003 • Voxware Inc • Services-computer integrated systems design • Delaware
VOXWARE, INC.Warrant Agreement • April 21st, 2003 • Voxware Inc • Services-computer integrated systems design • Delaware
B. To induce the Purchaser to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar...Registration Rights Agreement • August 16th, 2000 • Voxware Inc • Services-computer integrated systems design • New York
Exhibit 2.1 ACQUISITION AGREEMENTAcquisition Agreement • May 15th, 2000 • Voxware Inc • Services-computer integrated systems design • New York
ARTICLE II PURCHASERS' REPRESENTATIONS AND WARRANTIESExchange Agreement • April 21st, 2003 • Voxware Inc • Services-computer integrated systems design • Delaware
Exhibit 4.8 SHAREHOLDERS AGREEMENT ---------------------- THIS SHAREHOLDERS AGREEMENT (this "Agreement") is made and entered into as of October 2, 2002, by and among Voxware, Inc., a Delaware corporation ("Voxware"), Voxware NV, a corporation...Shareholders Agreement • October 15th, 2002 • Voxware Inc • Services-computer integrated systems design
A. In connection with the Securities Purchase Agreement dated as of April 19, 2001 by and between the Company and the Purchaser (the "Securities ---------- Purchase Agreement"), the Company has agreed, upon the terms and subject to the...Registration Rights Agreement • April 20th, 2001 • Voxware Inc • Services-computer integrated systems design • Delaware
WITNESSETH:Stockholders Agreement • October 15th, 2003 • Voxware Inc • Services-computer integrated systems design • Delaware
A. The Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D ("Regulation D"), as promulgated by the United ------------ States...Securities Purchase Agreement • August 16th, 2000 • Voxware Inc • Services-computer integrated systems design • New York
Exhibit 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this "AGREEMENT") dated as of May 24, 2006 (the "EFFECTIVE DATE") between SILICON VALLEY BANK, a California corporation and with a loan production office located at 100...Loan and Security Agreement • May 25th, 2006 • Voxware Inc • Services-computer integrated systems design • Delaware
A. The Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D ("Regulation D"), as promulgated by the United ------------ States...Securities Purchase Agreement • April 20th, 2001 • Voxware Inc • Services-computer integrated systems design • Delaware
Exhibit 10.2 FIFTH LOAN MODIFICATION AGREEMENT This Fifth Loan Modification Agreement (this "Loan Modification Agreement') is entered into as of May 24, 2006, by and between SILICON VALLEY BANK, a California corporation, with its principal place of...Loan Modification Agreement • May 25th, 2006 • Voxware Inc • Services-computer integrated systems design
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 22nd, 2005 • Voxware Inc • Services-computer integrated systems design • Delaware
Right to Purchase 2,142,000 Shares of Common Stock Date: April 19, 2001 VOXWARE, INC. COMMON STOCK PURCHASE WARRANTWarrant Agreement • April 20th, 2001 • Voxware Inc • Services-computer integrated systems design • Delaware
Exhibit 10.24 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 (the "Amendment") to the Employment Agreement, dated as of August 13, 1998 (the "Existing Agreement"), by and among Voxware, Inc. (the "Company") and Bathsheba J. Malsheen,...Employment Agreement • October 15th, 2003 • Voxware Inc • Services-computer integrated systems design • New Jersey
AMENDMENT NO.2 TO STOCKHOLDERS AGREEMENT AMENDMENT NO 2 TO STOCKHOLDERS AGREEMENT made this 11th day of August, 2005 ("Amendment") by and among Voxware, Inc., a Delaware corporation (the "Company") and certain holders of Common Stock or options or...Stockholders Agreement • August 11th, 2005 • Voxware Inc • Services-computer integrated systems design • Delaware
AMENDMENTSoftware License Agreement • April 22nd, 1999 • Voxware Inc • Services-computer integrated systems design
Exhibit 10.28 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated as of August 13, 1998, by and between Voxware, Inc., a Delaware corporation (the "Company"), and Nicholas Narlis ("Executive"). W I T N E S S E T H: - - - - - - - - - -...Employment Agreement • September 28th, 1998 • Voxware Inc • Services-computer integrated systems design • New York
RECITALSIntellectual Property Security Agreement • January 6th, 2004 • Voxware Inc • Services-computer integrated systems design • California
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...Loan and Security Agreement • May 25th, 2006 • Voxware Inc • Services-computer integrated systems design
Exhibit 10.1 LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of December 29, 2003, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa...Loan and Security Agreement • January 6th, 2004 • Voxware Inc • Services-computer integrated systems design • Delaware
VOXWARE, INC. STOCK OPTION AGREEMENTStock Option Agreement • May 14th, 1997 • Voxware Inc • Services-computer integrated systems design • Delaware
Exhibit 4.7 THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SO REGISTERED OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE. No. CD-[ ] VOXWARE, INC....Convertible Debenture • October 15th, 2002 • Voxware Inc • Services-computer integrated systems design
Exhibit 10.4 UNCONDITIONAL GUARANTY For and in consideration of certain loans by SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production...Unconditional Guaranty • January 6th, 2004 • Voxware Inc • Services-computer integrated systems design
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...Loan Agreement • May 25th, 2006 • Voxware Inc • Services-computer integrated systems design
COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement, dated on and as of the date set forth on the signature page hereto (this "AGREEMENT"), is made between Voxware, Inc., a Delaware corporation (the "COMPANY"), the undersigned...Common Stock Purchase Agreement • August 26th, 2005 • Voxware Inc • Services-computer integrated systems design • New Jersey
INDEMNIFICATION AGREEMENTIndemnification 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”):
Exhibit 10.8 Silicon Valley Bank 3003 Tasman Drive Santa Clara, Ca. 95054 (408) 654-1000 - Fax (408) 980-6410 ACCOUNTS RECEIVABLE PURCHASE AGREEMENT This Accounts Receivable Purchase Agreement (the "Agreement") is made as of the Effective Date by and...Accounts Receivable Purchase Agreement • May 15th, 2003 • Voxware Inc • Services-computer integrated systems design • California
VOXWARE, INC.Series D Convertible Preferred Stock Purchase Agreement • April 21st, 2003 • Voxware Inc • Services-computer integrated systems design • Delaware
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 8th, 2007 • Voxware Inc • Services-computer integrated systems design • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 3, 2007, and effective as of December 29, 2006 (the "Effective Date") between SILICON VALLEY BANK, a California corporation and with a loan production office located at 100 Matsonford Road, Building 5, Suite 555, Radnor, Pennsylvania 19087 (“Bank”), and VOXWARE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety a certain Loan and Security Agreement dated as of May 24, 2006, between Borrower and Bank. The parties agree as follows:
EXHIBIT III ----------- INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 7th, 2003 • Voxware Inc • Services-computer integrated systems design • Delaware
ContractCommon Stock Warrant • September 26th, 2005 • Voxware Inc • 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.
