Exhibit 10.2
November 9, 2005
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"). 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 Third Loan
Modification Agreement dated as of November 9, 2005 (the "AMENDMENT") whereby
the terms and conditions of the Loan Agreement have been amended to, among other
things, extend additional credit (the "ADDITIONAL CREDIT") pursuant to a certain
equipment line in the principal amount of up to One Million Dollars
($1,000,000.00).
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
"OBLIGATIONS").
In order to induce the Bank to enter into the Amendment, the undersigned
hereby:
(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; and
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 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,
("Guarantor")
Cross Atlantic Technology Fund II, L.P.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: CFO & Treasurer
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