FIRST AMENDMENT TO EQUIPMENT LEASE AGREEMENT
THIS FIRST AMENDMENT TO EQUIPMENT LEASE AGREEMENT (this "AMENDMENT") is
made as of August 9, 2002 (the "EFFECTIVE DATE"), by and between InPhonic, Inc.,
a Delaware corporation ("LESSOR"), and Appiant Technologies, Inc., a Delaware
corporation ("LESSEE").
WHEREAS, Lessor and Lessee entered into that certain Equipment Lease
Agreement dated July 12, 2002 (the "ORIGINAL AGREEMENT" and the Original
Agreement, as amended by this Amendment, the "AGREEMENT"); and
WHEREAS, Lessor and Lessee desire to amend the Original Agreement in
accordance with the terms hereof.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in the Original Agreement and this Amendment, the parties agree as
follows:
1. Definitions. All capitalized terms used herein without definition
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shall have the meanings ascribed to such terms in the Original Agreement.
2. Amendment. A new Section 15 is hereby added to the Original Agreement
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as follows:
15. Special Termination. Lessor and Lessee have entered into that certain
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Master Services Agreement dated March 22, 2001, as amended pursuant to the
that certain First Amendment to Master Services Agreement dated August 9,
2002 (the "MSA"). Notwithstanding anything herein to the contrary,
immediately upon the occurrence of any of the events set forth in Section
4(a)(iv)(A)(1-6) of the MSA and at any time thereafter, Lessor, at its sole
discretion, may terminate this Lease and take possession of the Equipment.
In such event, Lessee shall have no obligation to make further Rent
Payments (other than amounts due and owing for the period prior to the
termination of the Lease) and Lessee shall no longer have the purchase
option described in Section 2 above.
3. No Modification. Except as set specifically amended hereby, the
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Original Agreement shall remain in full force and effect.
4. Choice of Law. THIS AMENDMENT SHALL BE GOVERNED BY THE INTERNAL LAWS
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OF DELAWARE.
5. Counterparts. This Amendment may be executed in one or more duplicate
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originals, all of which together shall be deemed one and the same instrument.
Each party shall have the right to rely on facsimile signatures from the other
party.
LESSEE: APPIANT TECHNOLOGIES INC. LESSOR: INPHONIC, INC.
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SIGNATURE /s/ Xxxxxxx X. Xxxx SIGNATURE /s/ Xxxxxx X. Xxxxx
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TITLE President & CEO DATE TITLE DATE
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