ANNOUNCEMENT OF OFFER TO EXCHANGE
January 20, 2010
We are pleased to announce an innovative option exchange program for the benefit of our employees and of Voxware, Inc. (the
“Company”) as a whole. The specifics of the program are described in the Offer to Exchange that we are filing with the
Securities and Exchange Commission today, a copy of which accompanies this email.
We are very conscious of the fact that many of you have worked diligently for several years and have not had the opportunity
to realize equity gains for your efforts. We also continue to believe strongly in the potential of long-term equity gains to
motivate our employees to continue to be dedicated to the Company and to work toward the creation of value for all of our
Toward this end, we are offering the opportunity for employees to exchange their options outstanding under our 2003 Stock
Incentive Plan, as amended and restated (the “2003 Plan”), with exercise prices equal to or greater than $2.25 per share for new
options with exercise prices equal to the closing price per share on the new grant date. The new options granted in exchange
will be for fewer shares than the options they replaced, will be granted under the 2003 Plan and will have a new seven-year term
measured from the grant date.
The specifics of the option exchange program are described in the Offer to Exchange, a copy of which is attached to this email.
We urge you to read the Offer to Exchange very carefully.
Also attached to this email is a personalized Letter of Transmittal listing each of your options that is eligible for exchange in the
option exchange program.
Your participation in the option exchange program is voluntary. If you wish to participate, you must, in accordance with the
terms of the Letter of Transmittal, properly complete, duly execute and timely deliver your Letter of Transmittal to the
Company on or before 11:59 Eastern Time on February 25, 2010 (or any extended exp