XXXX OF SALE
------------
THIS XXXX OF SALE (this "XXXX OF SALE"), dated as of July 12, 2002, is made
by Appiant Technologies, Inc., a Delaware corporation ("SELLER") in favor of
InPhonic, Inc., a Delaware corporation ("BUYER").
WHEREAS, Seller and Buyer are parties to that certain Asset Purchase
Agreement dated as of July 12, 2002 (the "PURCHASE AGREEMENT");
WHEREAS, pursuant to the Purchase Agreement, Seller is this day selling,
transferring, assigning, conveying and delivering to Buyer the Acquired Assets
(as defined in the Purchase Agreement) free and clear of all security interests,
liens, claims, encumbrances or restrictions; and
WHEREAS, by this Xxxx of Sale, Seller desires to sell, transfer, assign,
convey and deliver to Buyer the Acquired Assets, free and clear of all security
interests, liens, claims, encumbrances or restrictions.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller does hereby grant, bargain,
sell, transfer, assign, convey and deliver unto Buyer all of Seller's right,
title and interest in and to all of the Acquired Assets, to have and to hold all
of such Acquired Assets unto Buyer, its successors and assigns, to and for its
or their use forever.
It is expressly understood that this instrument is intended solely to
restate, and not in any manner to amend, modify, enlarge or limit any warranties
or agreements contained in the Purchase Agreement, and each of the covenants,
agreements, representations and warranties and indemnities contained in the
Purchase Agreement with respect to the Acquired Assets is hereby incorporated by
reference as if set forth herein in full.
This Xxxx of Sale is subject to all of the terms and conditions of the
Purchase Agreement. In the event of any conflict between the terms and
conditions of this Xxxx of Sale and the terms and conditions of the Purchase
Agreement, the terms and conditions of the Purchase Agreement shall control.
This Xxxx of Sale shall be governed by and construed in accordance with the
laws of the State of Delaware, without regard to the principles of conflicts of
law thereof.
All capitalized terms used without definition herein shall have the meaning
specified in the Purchase Agreement.
IN WITNESS WHEREOF, Seller has duly executed this Xxxx of Sale on the day
and year first above written.
APPIANT TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxx
------------------------------------
Name: Xxxx Xxxx
Title: President
