SIXTH LOAN MODIFICATION AGREEMENT

SIXTH LOAN MODIFICATION AGREEMENT

      This Sixth Loan Modification Agreement (this “ Loan Modification Agreement ”) is entered into as of June 26, 2009, with an effective date of June 1, 2009, by and between SILICON VALLEY BANK , a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“ Bank ”) and VOXWARE, INC. , a Delaware corporation with its chief executive office located at 300 American Metro Blvd, Suite 155, Hamilton, NJ 08619 (“ Borrower ”).

1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS . Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of January 3, 2007, but effective as of December 29, 2006, evidenced by, among other documents, a certain Amended and Restated Loan and Security Agreement dated as of January 3, 2007, but effective as of December 29, 2006, by and between Borrower and Bank, as amended by a certain First Loan Modification Agreement dated as of February 2, 2007, as further amended by a certain Second Loan Modification Agreement, dated as of February 13, 2008 but effective as of December 27, 2007, as further amended by a certain Waiver and Third Loan Modification Agreement, dated as of November 14, 2008, as further amended by a certain Waiver and Fourth Loan Modification Agreement, dated as of February 17, 2009, and as further modified by a certain Fifth Loan Modification Agreement, dated as of March 31, 2009, in each case by and between Borrower and Bank (as amended, the “ Loan Agreement ”). Capitalized terms used but not otherwise defined herein shall have the same meaning as defined in the Loan Agreement.

2. DESCRIPTION OF COLLATERAL . Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement and the Intellectual Property Collateral as described in a certain Intellectual Property Security Agreement dated as of December 29, 2003 (as amended, the “ IP Security Agreement ”) (together with any other collateral security granted to Bank, the “ Security Documents ”).

Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the “ Existing Loan Documents ”.

3. DESCRIPTION OF CHANGE IN TERMS .

4. FEES . Borrower shall pay to Bank an extension and modification fee equal to Two Thousand Dollars ($2,000.00), which fee shall be due on the date hereof and shall be deemed fully earned as of the date hereof. Borrower shall also reimburse Bank for all legal fees and expenses incurred in connection with this amendment to the Existing Loan Documents.

5. RATIFICATION OF INTELLECTUAL PROPERTY SECURITY AGREEMENT . Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and conditions of the IP Security Agreement and acknowledges, co