0001193125-04-182190 Sample Contracts

7,000,000 Shares InPhonic, Inc. Common Stock ($.01 Par Value) EQUITY UNDERWRITING AGREEMENT
Equity Underwriting Agreement • November 1st, 2004 • Inphonic Inc • Communications services, nec • New York

InPhonic, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Selling Stockholders”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 7,000,000 shares of the Company’s Common Stock, $0.01 par value (the “Firm Shares”), of which 6,000,000 shares will be sold by the Company and 1,000,000 shares will be sold by the Selling Stockholders. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto, and the respective amounts to be sold by the Selling Stockholders are set forth opposite their names in Schedule II hereto. The Company and the Selling Stockholders are sometimes referred to herein collectively as the “Sellers.” Certain Selling Stockholders also propose to sell at the Underwriters’ option an aggregate of up to 1,050,000 additional sh

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EMPLOYMENT AGREEMENT
Employment Agreement • November 1st, 2004 • Inphonic Inc • Communications services, nec • Maryland

THIS EMPLOYMENT AGREEMENT (the “Agreement”) effective April 2, 2002 (the “Effective Date”) is by and between INPHONIC, INC., a Delaware corporation with an address at 1010 Wisconsin Avenue N.W., Suite 250, Washington, DC 20007 (the “Company”) and FRANK C. BENNETT, III, an individual with an address at 930 Shetland Court, McLean, Virginia 22102 (the “Executive”).

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