Silicon Valley Bank One Newton Executive Park, Suite 200
Exhibit
10.2
January
3, 2007
Silicon
Valley Bank
One
Xxxxxx Executive Park, Suite 200
0000
Xxxxxxxxxx Xxxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Re:
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Loan
Arrangement with Voxware,
Inc.
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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 000 Xxxxxxxx
Xxxxxx Xxxx, Xxxxxxxxxxxxx, Xxx Xxxxxx 00000 (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”).
References
is made to that certain Loan and Security Agreement dated as of
December 29, 2006, by and between Borrower and the Bank (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).
Reference
is made to a certain Unconditional Guaranty (the “Guaranty”)
dated
as of January 27, 2004, 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”).
Reference
is further made to a certain Security Agreement (the "Security
Agreement")
dated
as of January 27, 2004, executed and delivered by the Guarantor, pursuant
to
which the undersigned granted certain Collateral (as defined therein) to
the
Bank to secure the Obligations of Borrower to Bank under the Loan
Agreement.
In
order
to induce the Bank to enter into the 2006 Loan Agreement, the undersigned
hereby:
(a)
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ratifies,
confirms and reaffirms, all and singular, the terms and conditions
of the
Guaranty and Security Agreement;
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(b)
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acknowledges,
confirms and agrees that the Guaranty and Security Agreement shall
remain
in full force and effect and shall in no way be limited by the
execution
of the 2006 Loan Agreement;
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(c)
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acknowledges,
confirms and agrees that the obligations of the Borrower to the
Bank under
the Guaranty include, without limitation, all Obligations of Borrower
to
Bank under the Loan Agreement and the 2006 Loan Agreement;
and
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(d)
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acknowledges,
confirms and agrees that the Bank's security interest in the Guarantor's
Collateral, as defined under the Security Agreement shall continue
to
secure the Obligations of the Borrower under the Guaranty, including
the
Loan Agreement, and the 2006 Loan
Agreement.
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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,
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(“Guarantor”)
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VERBEX
ACQUISITION CORPORATION
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By:
/s/
Xxxx
Commons
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Name:
Xxxx
Commons
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Title:
Vice
President &
CFO
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