Exhibit 10.5
May 24 , 2006
Silicon Valley Bank
One Xxxxxx Executive Park, Suite 200
0000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
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 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").
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 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 and
the Amendment, the undersigned hereby:
(a) ratifies, confirms and reaffirms, all and singular,
the terms and conditions of the Guaranty and Security
Agreement;
(b) 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 Amendment and the 2006 Loan
Agreement;
(c) 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, as
modified by the Amendment, and the 2006 Loan
Agreement; and
(d) 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, as modified
by the Amendment, and the 2006 Loan Agreement.
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")
VERBEX ACQUISITION CORPORATION
By: /s/ Xxxx Commons
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Name: Xxxx Commons
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Title: Chief Financial Officer
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