0001193125-04-081973 Sample Contracts

AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • May 7th, 2004 • Voxware Inc • Services-computer integrated systems design • Delaware

THIS AMENDMENT NO. 1 (“Amendment”) to the Stockholders Agreement dated June 27, 2003 (the “Stockholders Agreement”) is made and entered into as April 30, 2004, by and among Voxware, Inc., a Delaware corporation (“the Company”), and the purchasers set forth on the signature pages hereto (the “Purchasers”), which Purchasers are (i) the holders of at least a majority in interest of the Common Stock of the Company issued or issuable to the Investors under the Stockholders Agreement and (ii) the holders of at least a majority of the Common Stock subject to the Stockholders Agreement.

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AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • May 7th, 2004 • Voxware Inc • Services-computer integrated systems design • Delaware

THIS AMENDMENT NO. 1 (“Amendment”) to the Investor Rights Agreement dated as of June 27, 2003 (the “Investor Rights Agreement”) is made and entered into as April 30, 2004, by and among Voxware, Inc., a Delaware corporation (“the Company”), and the purchasers set forth on the signature pages hereto (the “Purchasers”), which Purchasers are the holders of at least a majority in interest of the Restricted Stock under the Investor Rights Agreement.

VOXWARE, INC. Series D Convertible Preferred Stock Purchase Agreement Dated as of April 30, 2004
Convertible Preferred Stock Purchase Agreement • May 7th, 2004 • Voxware Inc • Services-computer integrated systems design • Delaware
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