WAIVER
AGREEMENT
THIS WAIVER AGREEMENT
(the “ Agreement ”), dated as of June 19, 2009,
is entered into by and among Wizzard Software Corporation, a
Colorado corporation (the “ Company ”), and the
persons identified as “Holders” on the signature pages
hereto (the “ Holders ”).
WHEREAS, on December 2,
2008, the Company closed a Subscription Agreement by which the
Holders purchased Secured Notes having an aggregate principal
amount of $1 million (the “Notes”);
WHEREAS, Section 2.2 of
each of the Notes provides that 75% of the principal amount and all
other sums due under and in connection with each Note shall be
immediately due and payable out of the net proceeds from the sale
and issuance by the Company of debt and/or equity in excess of
$200,000 in a single or series of offerings of such debt and/or
equity;
WHEREAS, Section 10 of
the Subscription Agreement provides that, until the Notes are no
longer outstanding, the Holders shall be given not less than 10
business days’ prior written notice of any proposed sale by
the Company of its common stock or other securities or equity
linked debt obligations, with the Holders to have the right during
the five business days following receipt of such notice to purchase
for cash or by using the outstanding balance including principal,
interest, liquidated damages and any other amount then owing to
such Holders by the Company, such offered common stock, debt or
other securities in accordance with the terms and conditions set
forth in the notice of sale;
WHEREAS, the Company is
presently contemplating the offer and sale of up to 10,000,000
shares of its common stock in a registered direct offering off of
the Company’s registration statement number 333-158996 (the
“Contemplated Transaction”);
WHEREAS, the
Contemplated Transaction may trigger the provisions of Section 2.2
of the Note and Section 10 of the Subscription Agreement, absent a
waiver of such provisions by the Holders;
NOW THEREFORE, in
consideration of the payment by the Company to each of the Holders
of the sum of $10, the receipt and sufficiency of which is
acknowledged, and the mutual covenants and other agreements
contained in this Agreement, the Company and the Holders
hereby
